Moggle, Inc. (Form: S-1, Received: 07/01/2008 13:03:04)

As filed with the Securities and Exchange Commission on July 1, 2008

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MOGGLE, INC.

(Name of Registrant as specified in Its Charter)

Delaware	7372	35-2327649
State of Jurisdiction or Organization	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

111 Presidential Boulevard

Suite 212

Bala Cynwyd, PA 19004

(Address and Telephone Number of Principal Executive Offices and Principal Place of Business)

Alfredo Villa

Moggle, Inc.

111 Presidential Boulevard

Suite 212

Bala Cynwyd, PA 19004

(215) 463-4099

(Name, Address and Telephone Number of Agent for Service)

Copies of all communications to:

Anthony M. Collura

McManus, Collura & Richter, P.C.

48 Wall Street

25 th Floor

New York, NY 10005

(212) 425-3100

As soon as practicable after the effective date of this Registration Statement

(Approximate Date of Proposed Sale to the Public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (“Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE


Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee

Common Stock, $0.00001 par value	12,000,000 Shares	$1.00	$12,000,000	$471.60


	(1) The proposed maximum offering price per share and the proposed maximum aggregate offering price in the table above are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold (except pursuant to a transaction exempt from the registration requirements of the Securities Act) until this registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 1 , 2008

MOGGLE, INC

This is our initial public offering of Common Stock. This Prospectus is for the sale by the Company of up to 12,000,000 shares of our Common Stock (the “Shares”). The Company will offer the Shares for sale at a fixed price of $1.00 for 12 months after the effective date of this prospectus, unless the offering is fully subscribed before that date or we decide to close the offering prior to that date. All securities will be offered on a “best efforts” basis. There will be no escrow of funds and all subscription moneys will be immediately available to the Company for its use. There is no minimum amount of securities that must be sold. We have not retained any underwriter in connection with the sale of the Shares as we intend to sell the Shares ourselves. We may utilize the services of placement agents, broker dealers and/or finders in connection with the sale of Shares outside of the United States, where permitted by law. The Company will receive all of the net proceeds from the sale of the shares, after deducting fees, if any, that may be paid to placement agents, broker-dealers or finders where permitted by law, and costs related to the offering.

Our Common Stock is not traded on any public market. Although we intend to initiate steps to have the Shares quoted on the Over the Counter Bulletin Board maintained by NASD (“OTCBB”) upon the effectiveness of the registration statement of which this prospectus is a part, we may not be successful in such efforts, and the Shares may never trade in any market. We have not yet contacted any broker-dealer to request that they apply to have our stock included on the OTCBB.

We are a start up venture that intends to develop an online game platform which will allow internet users to play massive multiplayer online games (“MMOG(s)”) through their web browser without the need to download any software. We intend to develop multiple MMOGs for use on our platform. Our intended platform will also seek to allow game developers and other interested parties to develop web based MMOGs directly or by retaining our services. We require the proceeds from this offering in order to implement our business plan, which chiefly involves developing our platform and MMOGs to be used on our platform and, if developed, the marketing and sale of our MMOGs to internet users and the marketing and sale of our Platform to parties desiring to develop web based MMOGs. If this offering is not fully subscribed, we may not be able to implement our business plan.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

Investing in our Shares involves a high degree of risk. You should read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on Page __ which describes certain material risk factors you should consider before investing and “Dilution” beginning at page __ which describes the immediate dilution that investors in this offering will suffer.

	Per Share		Total

Initial public offering price	$	1.00	$	12,000,000
Underwriting discounts (1)		-		-
Net Proceeds (2)	$	1.00	$	12,000,000


(1)	We plan to offer and sell the Shares directly to investors and have not retained any underwriters or placement agents in connection with this offering. We currently plan to offer Shares for sale in the United States and outside of the United States. In connection with sales outside of the United States, we reserve the right to use brokers, placement agents and/ or finders, if permitted by law. In such event we could pay commissions equal to as much as 13 percent of the gross proceeds sold by such party and issue one warrant to purchase shares of common stock exercisable for a three year period at a price of $1.10 per share for every ten shares sold by such party.

(2)	Before deduction of offering expenses estimated to be $125,000 for the maximum.

The date of this prospectus is _________, 2008.

You should rely only on the information contained in this prospectus and in any prospectus supplement we may file after the date of this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	7

RISK FACTORS	9

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	24

USE OF PROCEEDS	24

DETERMINATION OF OFFERING PRICE	25

MARKET FOR COMMON EQUITY & DIVIDEND POLICY	26

CAPITALIZATION	27

DILUTION	27

SELECTED FINANCIAL DATA	29

MANAGEMENT’S DISCUSSION AND ANALYSIS	29

DESCRIPTION OF BUSINESS	35

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	49

EXECUTIVE AND DIRECTOR COMPENSATION	52

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	59

DESCRIPTION OF SECURITIES	60

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	63

PLAN OF DISTRIBUTION	63

LEGAL MATTERS	65

EXPERTS	65

WHERE YOU CAN FIND MORE INFORMATION	66

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF MOGGLE, Inc.	F-1

INFORMATION NOT REQUIRED IN PROSPECTUS	67

SIGNATURES	72

POWER OF ATTORNEY	73

EXHIBIT INDEX	74

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

PROSPECTUS SUMMARY

The following summary highlights aspects of the offering. This prospectus does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the “Risk Factors” section and the financial statements, related notes and the other more detailed information appearing elsewhere in this prospectus before making an investment decision.

Unless otherwise indicated, all references to “we”, “us”, “our”, the “Company” and similar terms, as well as references to the “Registrant” in this prospectus, refer to Moggle, Inc.

Our Company

We were incorporated in Delaware on February 11, 2008 under the name Chimera International Group, Inc. On April 4, 2008 we amended our certificate of incorporation and changed our name to Moggle, Inc. We are a start up venture that intends to develop an online game platform which will allow internet users to play massive multiplayer online games (“MMOG(s)”) through their web browser without the need to download any software (the “Platform”). We intend to develop multiple MMOGs for use on our Platform. Our Platform will be designed to allow MMOG players to link into major online social networks such as Facebook TM and MySpace TM and allow players to engage in MMOG play with their friends and colleagues. Our Platform will also seek to allow game developers and other interested parties to develop web based MMOGs directly by licensing our Platform tools or by retaining our services. We currently maintain an office at 111 Presidential Boulevard, Suite 212,Bala Cynwyd, Pennsylvania 19004 . The telephone number at our principal executive offices is (215) 463-4099 We have established a web site to help introduce our Platform to the online gaming world (www.playmoggle.com). Prospective investors are strongly cautioned that any information appearing on our web site should not be deemed to be a part of this prospectus, and should not be utilized in making a decision to buy our securities.

SUMMARY OF THIS OFFERING

Securities being offered		Up to 12,000,000 Shares of our Common Stock are being offered for sale by the Company. Our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.”

Offering Price		We will sell the Shares at $1.00. This price was determined by us arbitrarily. There is no public market for our Common Stock. We cannot give any assurance that the Shares will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our Shares may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your Shares. We intend to apply to the NASD over-the-counter bulletin board, through a market maker that is a licensed broker dealer, to allow the trading of the Shares upon our becoming a reporting entity under the Securities Exchange Act of 1934. If the Shares becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by

Number of shares outstanding before the offering		25,142,858 and 33,285,716 shares of Common Stock issued and outstanding as of March 31, 2008 and June 26, 2008, respectively. (These amounts do not include shares of Common Stock issuable upon unexercised options and Warrants as detailed below)

Number of Options Granted and Warrants Issued		Options to purchase 14,500,000 shares of Common Stock have been granted by the Company since its formation, 14,250,000 of which options provided for an exercise price of $0.04 per share and 250,000 an exercise price of $.75. All of such Options were fully vested. As of June 26, 2008, a total of 14,000,000 options remain outstanding and all of them are exercisable within 60 days thereafter. The Options expire in 2013. We have also issued warrants to purchase an aggregate of 14,950,002 shares of Common Stock. 14,285,716 shares of common stock underlying such warrants are exercisable at a price of $.04 per share and 664,286 shares of Common Stock underlying such warrants are exercisable at price of $.75 per share. All of the foregoing warrants were outstanding as of June 24, 2008 and expire in 2011.

Total number of shares of Common Stock outstanding after the offering (if fully subscribed)		45,285,716 shares of Common Stock. (This amount does not include any shares of Common Stock underlying Options and/or Warrants .)

Net Proceeds to the Company		We intend to accomplish this Offering on a “self-underwritten” basis directly through our employees, who will not be separately compensated therefore. However, in connection with sales outside of the United States, we reserve the right to utilize placement agents, broker-dealers or finders, where permitted by law, to assist us in locating potential investors, in which case we will pay fees or commissions of up to 13% of the gross offering price for the Shares. In addition we may offer such parties a warrant to purchase one share of our Common Stock exercisable for a three year period at a price of $1.10 per share for every ten shares sold by such party. If all Shares are sold utilizing placement agents, broker-dealers and/or finders, we would be paying commissions of $1,560,000 and issuing warrants to purchase up to an additional 1,200,000 shares of Common Stock. Additionally, we estimate that costs of this offering for such items as legal and accounting fees, printing, and SEC registration fees will total approximately $125,000. Thus net proceeds to the Company if this offering is fully subscribed with the use of placement agents, broker-dealers or finders, where permitted by law, will be $10,315,000.


Use of Proceeds		We will use the proceeds from this offering to attempt to develop our Platform and MMOGs which may be used on our Platform as well as to market and sell our products and services once developed, of which there can be no assurance. A summary of our intended use of the proceeds of this offering is set forth in the section of this prospectus titled USE OF PROCEEDS.

Consummation of the offering		We will terminate this offering upon the earlier to occur of (1) one year from the effective date of this prospectus, (2) sale of all the Shares being offered, or (3) anytime at our sole discretion if we determine that it is in our best interests to withdraw the offering.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have generated no revenues since our inception, which makes it difficult to evaluate whether we will operate profitably. We were incorporated on February 11, 2008 and we have incurred cumulative net losses of $(140,547) since our inception. Moreover the Company believes that it will take between one and a half and three years to develop our Platform and MMOG(s) during which time no revenues will be generated. Accordingly the Company will be dependent solely on the raising of capital in order to continue operations for up to thirty six months. As of March 31, 2008, we had cash in the amount of $147,178. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our Common Stock and/or through debt financing should we not raise sufficient funds in this Offering. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our Company.

There is no minimum number of Shares that must be sold and no assurance that the proceeds from the sale of Shares will allow the Company to meet its goals.

We are selling our Shares on a “best efforts” basis, and there is no minimum number of Shares that must be sold by us in this offering. Similarly, there are no minimum purchase requirements. We do not have an underwriter, and no party has made a firm commitment to buy any or all of our securities. We intend to sell the Shares through our employees, who will not be separately compensated for their efforts. Even if we only raise a nominal amount of money, we will not refund any funds to you. Any money we do receive will be immediately appropriated by us for our business purposes. Upon completion of this Offering, the Company intends to utilize the net proceeds to continue the development of the Platform and MMOGs and finance its business operations. While the Company believes that the net proceeds from the sale of all Shares in this Offering will enable the Company to meet its business plans and enable it to operate as a going concern, there can be no assurance that all these goals can be achieved. Moreover if less than all of the Shares are sold, management will be required to adjust its plans and allocate proceeds in a manner which, in its sole discretion, will be in the best interest of the Company. It is highly likely that if not all of the Shares are sold there will be a need for additional financing in the future, without which the ability of the Company to operate as a going concern may be jeopardized. No assurance whatsoever can be given or is made that such additional financing, if and when needed, will be available or that it can be obtained on terms favorable to the Company. Accordingly you may be investing in a company that does not have adequate funds to conduct its operations. If that happens, you will suffer a loss of your investment.

Our Absence of Operating History and Early Development Stage of Our Company Possess Significant Risks to Our Ability to Generate Revenue and Operate Successfully

We have not generated any revenue from the products and services which we intend to develop and, if developed, market. We expect to generate all of our future revenues from the development and marketing of our Platform, MMOGs and game development services. Accordingly, we have no operating history in implementing our business model upon which an evaluation of the Company and our prospects can be based and it is difficult or impossible for the Company to predict future results of operations . Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stages of a new business enterprise, particularly companies in highly competitive markets. Since the Company is among many that have entered the on-line gaming market, it also faces many risks specific to its business include those related to successfully developing the Platform and MMOGs, successfully commercializing the Platform and any MMOG that is developed for use on the Platform, the need to manage existing and expanding operations, the continuing need to raise additional capital, the dependence upon and need to hire key personnel, and the need to increase spending to adequately market and sell the Platform and MMOGs. To address these risks, we must, among other things, respond to competitive developments, continue to attract, retain and motivate qualified persons, and continue to upgrade our technologies. We cannot provide any assurances that we will be successful in addressing such risks. The Company's failure to do so could have a material adverse effect on its business, prospects, financial condition and results of operations and result in investors losing their entire investment.

We Are Totally Dependent on the Potential Development of the Platform and MMOG(s)

Upon successful completion of this Offering, the Company intends to attempt to develop the Platform and MMOG(s) for use on the Platform. The Company’s entire business plan is dependent on the future development of the Platform and MMOG(s) and, after such development, the marketing and sale of the Platform and MMOG(s). The Platform and the Company’s initial MMOG are in their early conceptual stages and needs significant work and funding. We will be totally dependent upon receipt of funding in this offering to attempt to execute our business plans. There can be no assurance that even if the proceeds in this offering are raised, that the Company will successfully develop the Platform and/or any MMOG(s). Moreover even if the Company successfully develop the Platform, there can be no assurance that the Company will be successful in developing any MMOG(s), and if developed, successful in marketing and selling any such MMOG(s).

Our Business Plans Are Totally Dependent On The Sale of the Shares as Well as Future Capital Raises should all of the Shares not be sold

The Company is dependent on raising substantial additional capital through the sale of the Shares as its existing capital will only allow the Company to operate for a very limited period of time. The Company estimates that it will require capital of at least an additional $9,500,000 in order to attempt to fully consummate its current business plans. The Company anticipates that it will take, assuming adequate funding is available, between one and a half and three years to fully develop its Platform. Accordingly the Company will not generate any revenues in the foreseeable future and will be solely dependent on raising funds in this offering or if this offering is not fully sold, substantial additional capital in other offerings. There can be no assurance that such additional funds will be available when needed, or that they will be available on attractive terms. If the Company does not sell all of the Shares, the Company’s inability to raise additional capital will have a material adverse effect on the Company and may result in the loss of the entire investment of a purchaser of Shares in this offering. In the event the Company is successful in raising additional funds, such raise will result in substantial dilution to the Shares purchased pursuant to this prospectus.

Our Plans Are Dependent Upon Key Individuals and the ability to attract qualified personnel to be successful

In order to successfully develop the Platform and MMOG(s), the Company will be dependent upon Jo Webber, Alfredo Villa, and Peter Pelullo. The loss of any of the foregoing individuals could have a material adverse effect upon the Company's business prospects and prohibit the Company will from successfully achieving its goals. Moreover our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training and retaining such personnel in the future. The competition for software developers, quality content creators, game programmers, creative personnel and technical directors is especially intense because the software and entertainment markets have significantly expanded over the past several years. If we are unable to hire, assimilate and retain such qualified personnel in the future, such inability would have a material adverse effect on our business, operating results and financial condition. The Company may also depend on Third party contractors and other partners to develop its Platform, MMOGs and game development services as well as any future enhancements thereto, if initially developed. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or creating arrangements with such Third parties. The failure to succeed in these endeavors will have a material adverse effect on the Company and its ability to consummate its business plans.

If the Platform and/or MMOG(s) fail to gain market acceptance, we may not have sufficient capital to pay our expenses and to continue to operate

In the event that all of the Shares are sold and the Company successfully completes the development of the Platform and MMOG(s), our ultimate success will depend on generating revenues from the Platform MMOG(s) and our game development services. The market for on-line game products is subject to continually changing consumer and industry preferences and the frequent introduction of new products. As a result, the Platform and MMOG(s) even if developed may not achieve and sustain market acceptance sufficient to generate revenues to cover our costs and allow us to become profitable or even continue to operate.

Product development schedules are long and frequently unpredictable, and we may experience delays in introducing the Platform and MMOG(s), which may adversely affect our ability to continue our operations.

We have projected that the development cycle for the Platform and our first MMOG will between one and a half and three years. In addition, the creative process inherent in on-line game development makes the length of the development cycle difficult to predict, especially in connection with new technologies and development tools. As a result, it may take in excess of three years to develop the Platform and MMOG(s). If any unanticipated delay affects the release of the Platform and MMOG(s), we may not achieve anticipated revenues and may not have the capital necessary to continue operations.

We may be dependent on third parties to complete the development of the Platform and MMOG(s) , and any increased costs associated with third party developers or any delay or interruption in production would negatively affect both our ability to develop the Platform and MMOG(s) and our ability to continue our operations.

We may need to rely on third parties to complete the development of portions of the Platform and MMOG(s). The costs associated with relying on third parties may increase our development costs and negatively affect our ability to operate. Since we have less control over a third party because we cannot control the developer’s personnel, schedule or resources we may experience delays in finalizing the Platform and MMOG(s). In addition aspects of the Platform and MMOG(s) may not match our expectations. If this happens we could lose anticipated revenues from the Platform and MMOG(s) and may not have the capital necessary to continue our operations. In addition we may be required to rely on certain technology that we will license from third parties, including software that we integrate and use with our internally developed software. We cannot provide any assurances that these third party technology licenses will be available to us on commercially reasonable terms. The inability to establish any of these technology licenses, or the loss of such licenses if established, could result in delays in completing our Platform and MMOGs until equivalent technology could be identified, licensed and integrated. Any such delays could materially adversely affect our business, operating results and financial condition.

Developing a new On-Line Platform and MMOGs involve substantial risks

Developing online platforms and games internally requires substantial development costs, including the costs of employing skilled developers and acquiring or developing game engines and software which enable the creation of products with the latest technological features. Moreover in order to succeed, we may be required to acquire, or license aspects necessary to complete the Platform and MMOG(s) from third parties, of which there can be no assurance. The online game market is highly competitive. Even if the Platform and MMOG(s) are developed, in order to successfully distribute and operate the Platform and MMOG(s), we also need a sizable game management and support staff, continued investment in technology and a substantial marketing budget. If we are not able to develop, launch, market or operate commercially the Platform and MMOG(s), we may not be able to generate revenues to offset our initial development, acquisition, and/or marketing costs, and our future business, financial condition and results of operations will be materially and adversely affected.

Once developed, the success of the Platform and MMOG(s) will be subject to many factors, including the quality, uniqueness and playability of the Platform and MMOG(s) and the launch by our competitors of other games and development services that may gain more market acceptance than the Platform and MMOG(s). Our inability to launch the Platform and MMOG(s), and if launched, the lack of popularity or market acceptance of it, will have a materially adverse effect on our business, prospects, reputation, financial condition and results of operations and most likely result in the loss of a subscribers entire investment.

We face the risks of changing consumer and industry preferences and uncertainty of market acceptance of our new games.

Online games and platforms are a new and evolving entertainment concept. The level of demand and market acceptance of online games in general, and of any one online game in particular, such as the MMOG(s) we are developing for use on the Platform are subject to a high degree of uncertainty. As consumer and industry preferences and trends evolve, there is a high degree of uncertainty about whether users will continue to value some or all of the key features which we intend to incorporate into the Platform and MMOG(s) . The failure of the marketplace to deem our features desirable may discourage use of our Platform and MMOG(s) limit the ability of the Company to generate revenues. Further, entertainment from other sources, including movies, cable TV and IPTV, among others, could erode the growth of the online game industry. A decline in the popularity of online games in general will likely have a materially adverse affect on our business and prospects.

We operate in a highly competitive industry and compete against many large companies

Many companies worldwide are dedicated to developing and/or operating online games. We expect more companies to enter the online game industry and a wider range of online games to be introduced. Our competitors in the massively multiplayer online MMOG game industry vary in size from small companies to very large companies with dominant market shares and substantial financial resources. In addition several companies have developed, and are in the process of developing, platforms designed to allow third parties to create MMOG’s such as Icarus Studios LLC, Multiverse Network, Inc. and Kaneva LLC. The Company’s Platform will be in competition with these companies and others. We also will compete with online casual game and game portal companies such as Instant Action and the Social Gaming Network. In addition, we may face stronger competition from console game companies, such as Sony, Microsoft, Electronic Arts, Nintendo and Sega, many of which have announced their intention to expand their game services and offerings over the Internet. For example, Electronic Arts co-developed and launched “FIFA online,” a sports online game based on its best-selling package sports game franchise “FIFA” series, with Neowiz in 2006 and recently announced its investment in Neowiz and further co-development plan for a series of online games. Many of our competitors have significantly greater financial, marketing and game development resources than we have. As a result, we may not be able to devote adequate resources to develop, acquire or license new games, undertake extensive marketing campaigns, adopt aggressive pricing policies or adequately compensate our game developers to the same degree as certain of our competitors.

As the online game industry in many of our proposed markets is relatively new and rapidly evolving, our current or future competitors may compete more successfully as the industry matures. In particular, any of our competitors may offer products and services that have significant performance, price, creativity and/or other advantages over the Platform and MMOG(s). These products and services may significantly effect the demand for the Platform and MMOG(s), assuming they are developed. In addition, any of our current or future competitors may be acquired by, receive investments from or enter into other strategic relationships with larger, longer-established and better-financed companies and therefore obtain significantly greater financial, marketing and game licensing and development resources than we have. Increased competition in the online game industry in our markets could make it difficult for us to attract users for the Platform and MMOG(s). If we are unable to compete effectively in our principal markets, our business, financial condition and results of operations could be materially and adversely affected.

Our management has no experience in our relatively new industry, which may make it difficult for you to evaluate our business prospects

Our senior management and employees do not have any direct experience in the online gaming industry. There can be no assurance that such employees will be successful in working together to develop the Platform and MMOG(s). In addition, the online game industry is a relatively new industry. The world’s first massively multiplayer online role playing game to be introduced commercially was developed and distributed by one of our competitors in 1996. Since then, only a limited number of companies have successfully commercialized such online games on an international scale. You must consider our business prospects in light of the risks and difficulties we will encounter in the future in a new and rapidly evolving industry. We may not be able to successfully address these risks and difficulties, which could materially harm our proposed business prospects, financial condition and results of operations.

Rapid technological change may adversely affect our future revenues and profitability

The online game industry is subject to rapid technological change in such areas as hardware, software and content programming. We need to anticipate the emergence of new technologies and games, assess their likely market acceptance, and make substantial game development and related investments. In addition, new technologies in online game programming or operations could render the Platform and MMOG(s) obsolete or unattractive to potential users, thereby limiting our ability to recover our development costs and materially and adversely affecting our business, financial condition and results of operations.

Undetected programming errors or flaws in our Platform and MMOG(s) could harm our reputation or decrease market acceptance of the Platform and the MMOG(s), which would materially and adversely affect our business prospects, reputation, financial condition and results of operations

The Platform and MMOG(s) may contain programming errors or flaws, which may become apparent only after its release. In addition, the Platform and MMOG(s) may be developed using programs and engines developed by and/or licensed from third party vendors, which may include programming errors or flaws over which we have no control. If our users have a negative experience with the Platform and MMOG(s) related to or caused by undetected programming errors or flaws, they may be less inclined to continue or resume use of the Platform and MMOG(s) or recommend the Platform and PMMOG(s) to other potential users. Undetected programming errors in the Platform and/or MMOG(s) can also cause our users to cease playing MMOG(s), divert our resources or delay market acceptance of the Platform and MMOG(s), any of which could materially and adversely affect our business, financial condition and results of operations.

Unexpected network interruptions, security breaches or computer virus attacks could harm our business

Should the Platform and MMOG(s) be successfully developed, the Company will be required to develop, and maintain a substantial computer network infrastructure over which users will access the Platform and MMOG(s). Any failure to maintain satisfactory performance, reliability, security and availability of such network infrastructure, whether maintained by us or by third parties, may cause significant harm to our ability to attract and maintain users for the Platform and MMOG(s). Major risks relating to any such future network infrastructure include:

	•	any breakdowns or system failures, including from fire, flood, earthquake, typhoon or other natural disasters, power loss or telecommunications failure, resulting in a sustained shutdown of all or a material portion of our servers;

	•	any disruption or failure in the national or international backbone telecommunications network, which would prevent users in certain countries in which our games are distributed from logging onto or playing our games for which the game servers are all located in other countries; and

	•	any security breach caused by hacking, loss or corruption of data or malfunctions of software, hardware or other computer equipment, and the inadvertent transmission of computer viruses.

Current on-line game providers have experienced situations where users attempt to gain an unfair advantage by modifying their games execution files saved on the users’ computers to facilitate the progression of their game characters. Unauthorized character manipulation may negatively impact the image and users’ perception of the Platform and MMOG(s) and could limit the popularity of the Platform and MMOG(s)

Any of the foregoing factors could reduce a future users’ satisfaction, harm our business and reputation , have a material adverse effect on our financial condition and results of operations and result in the loss of a subscribers entire investment.

Our Lack of Patent and/or Copyright Protection and any unauthorized use of the Platform and/or the MMOG(s) by third parties, may adversely affect our business

We have not filed for any patent and/or copyright protection for our Platform, MMOGs and/or planned products. Presently we intend to rely on trade secret protection and/or confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite certain precautions taken by us, it may be possible for third parties to obtain and use our intellectual property without authorization. This risk may be increased due to the lack of any patent and/or copyright protection. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. Management will from time to time determine whether applying for patent and copyright protection is appropriate for us. We have no guarantee that, if filed, any applications will be granted or, if awarded, whether they will offer us any meaningful protection from other companies in our business. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to awards for damages.

We may be subject to claims with respect to the infringement of intellectual property rights of others, which could result in substantial costs and diversion of our financial and management resource s

We cannot be certain that the Platform and MMOG(s) will not infringe upon patents, copyrights or other intellectual property rights held by third parties. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Additionally, most patent applications are kept confidential for twelve to eighteen months, or longer, and we would not be able to be aware of potentially conflicting claims that they make. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against these third party infringement claims and be diverted from devoting time to our business and operational issues, regardless of the merits of any such claim. Issues. In addition, we intend to recruit employees from other online game developers, including certain potential competitors. To the extent these employees will be used in the development of portions of the Platform and MMOG(s) which are similar to the development in which they were involved at their former employers, we may become subject to claims that such employees or we have improperly used or disclosed trade secrets or other proprietary information. If any such claims were to arise in the future, litigation or other dispute resolution procedures might be necessary to retain our ability to offer our current and future games, which could result in substantial costs and diversion of our financial and management resources. Successful infringement or licensing claims against us may result in substantial monetary damages, which may materially disrupt the conduct of our business and have a material adverse effect on our reputation, business, financial condition and results of operations.

Our businesses may be adversely affected by developments affecting the economies of the countries in which our games are distributed

Even if the Platform and MMOG(s) are successfully developed and obtain market acceptance, of which there can be no assurance, our future performance will depend in large part on the future economic conditions in the countries where we will market the Platform and MMOG(s). Accordingly, our business, financial condition, results of operations and prospects are subject to the economic, political, legal and regulatory conditions and developments in these countries. Any decline in the general economy or concern about an imminent decline could delay decisions by prospective customers to make initial evaluations of, or purchases of, our products. Any reduction of or delays in expenditures would harm our business. Adverse developments in such markets may have an adverse effect on the number of our subscribers and results of operations, which could have a material adverse effect on our business.

Technology changes rapidly in the Online Gaming Industry and if we fail to anticipate or successfully implement new technologies or the manner in which people play MMOG(s), the quality, timeliness and competitiveness of the Platform and/or the MMOG(s) will suffer.

Rapid technology changes in the MMOG industry will require us to anticipate years in advance, which technologies we must implement and take advantage of in order to make the Platform and MMOG(s) competitive in the market. Therefore, we have developed a range of technical development goals that we hope to be able to achieve with the Platform and MMOG(s). We may not be able to achieve these goals, or our competition may be able to achieve them more quickly and effectively than we can. In either case, the Platform and MMOG(s) may be technologically inferior to our competitors’, less appealing to consumers and industry participants or both. If we cannot achieve our technology goals within the original development schedule of the Platform and MMOG(s) then we may delay its release until these technology goals can be achieved, which may delay our receipt of revenue and increase our development expenses and adversely affect the Company’s ability to remain in operation.

Our business, the Platform and MMOG(s) are subject to increasing regulation of content, consumer privacy, distribution and online hosting and delivery in the key territories in which we desire to conduct business. If we do not successfully respond to these regulations, our business may suffer.

Legislation is continually being introduced that may affect both the content of the MMOG(s) and its distribution as well as utilization of the Platform. For example, data and consumer protection laws in the United States and Europe impose various restrictions on web sites. Those rules vary by territory although the Internet recognizes no geographical boundaries. Other countries, such as Germany, have adopted laws regulating content both in games transmitted over the Internet that are stricter than current United States laws. In the United States, the federal and several state governments are continually considering content restrictions on products such as ours, as well as restrictions on distribution of such products. For example, recent legislation has been adopted in several states, and could be proposed at the federal level, that prohibits the sale of certain games (e.g., violent games or those with “M (Mature)” or “AO (Adults Only)” ratings) to minors. Any one or more of these factors could harm our business by limiting the proposed features we plan on incorporating into the Platform and MMOG(s), by limiting the size of the potential market for our products, and by requiring costly additional differentiation in the Platform and MMOG(s) for different territories to address varying regulations.

Potential Breaches of the Company's Network System Could Have Material Adverse Affects On Our Business

A significant aspect to the future success of our business if the Platform and MMOG(s) are developed, will be the Company’s ability to allow players of MMOG(s) to access the Platform and MMOG(s) in a secure and reliable internet environment. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments could result in compromises or breaches of the Company's network systems. If any well-publicized compromises of security were to occur, it could have the effect of substantially reducing the sale and marketability of the Platform and MMOG(s) once it is developed. Anyone who circumvents the Company's security measures could misappropriate its exclusive information or cause interruptions in services or operations. The Internet is a public network, and data is sent over this network from many sources. In the past, computer viruses, software programs that disable or impair computers, have been distributed and have rapidly spread over the Internet. Computer viruses could theoretically be introduced into the Company's systems, or those of its customers, which could disrupt operations, or make it inaccessible to customers. The Company may be required to expend significant capital and other resources to protect against the threat of security breaches or to alleviate problems caused by breaches. The Company's security measures may be inadequate to prevent security breaches, and business could be seriously impacted if they are not prevented.

Because our Platform, products and services have not yet been created we have no name recognition, which may prevent us from generating revenues, which will reduce the value of your investment.

Because we are a new company with new products and we have not conducted any significant advertising, there is little or no recognition of the Moggle brand name. However, substantially all of the company’s future revenues are expected to be derived from our Platform, which will offer MMOGs to users and game development opportunities to interested parties. Accordingly, broad acceptance by customers of the Company’s Platform, MMOGs and game development services are critical to the Company’s future success. Further, the Company is depending on its being able to successfully obtain major financial commitments from content creators, webmasters, developers, programmers, Online advertisers, and aggregators to utilize the Company’s Platform, MMOGs and game development services. Because our lack of name recognition, potential users of our products or joint venture partners may purchase products other than ours that have brand recognition in the market and we may be unable to generate sufficient revenues to meet our expenses or meet our business plan objectives, which will reduce the value of your investment.

If we are unable successfully to manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to utilize the proceeds of this offering, if any, to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development or production delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

Our future growth is largely dependent upon our ability to develop technologies that achieve market acceptance with acceptable margins.

Our future growth rate depends upon a number of factors, including our ability to: identify emerging technological trends in our target end-markets; develop and maintain competitive products; create our Platform and MMOGs with innovative features that differentiate our products from those of our competitors; and develop, manufacture and bring products to market quickly and cost-effectively. Our ability to develop the Platform and MMOGs will require substantial technological innovation and requires the investment of significant resources. These development efforts may not lead to the development of the Platform and /or MMOGs on a timely basis or that meet the needs of our customers as fully as competitive offerings. In addition, the markets for our products may not develop or grow as we anticipate. The failure of our products to gain market acceptance or their obsolescence due to more attractive offerings by competitors could significantly reduce our revenues and adversely affect our business, operations and financial results.

We will be dependent upon advertising revenue as the initial source our revenue.

We expect that advertising revenue will be a significant source of revenue in the foreseeable future, although we intend to reduce our dependence on it by attempting to develop subscription revenue for our MMOGs and generate game development revenues. Advertising contracts are often short-term and/or terminable by the advertiser at any time with little notice. Thus, we have no assurance that we will be able to obtain, and if obtained, retain advertising contracts. Our ability to generate advertising revenue will, in addition to the successful completion of our Platform and MMOGs, depend on several factors, including:

	The continued development of the Internet as an advertising medium;

	The pricing of advertising on other Internet sites;

	The amount of traffic;

	Pricing pressures, delays and new product launches;

	Our ability to achieve, demonstrate and maintain attractive user demographics;

	Our ability to develop and retain a skilled advertising sales force.

We may incur substantial unanticipated costs related to our Platform and MMOGs

Due to changes in technology, new product announcements, competitive pressures, system design and/or other specifications we may be required to change the current plans for our Platform and MMOGs. Therefore, we cannot provide any assurances that the Platform and MMOGs can be completed within our projections. In case of budget over-runs and additional expansions, we may choose to finance such capital expenditures through the issuance of additional equity or debt securities, by obtaining a credit facility or by some other financing mechanism. If we choose to seek financing for such expenditures, we cannot provide any assurances that such financing will be available on terms reasonably acceptable to us or at all.

Any Capacity Constraints Or System Disruptions Could Have A Material Adverse Effect

Our business will rely significantly on Internet technologies and infrastructure. Therefore, the performance and reliability of our Internet sites and network infrastructure will be critical to our ability to attract and retain users, advertisers, merchants and strategic partners. Any system error or failure, or a sudden and significant increase in traffic, may result in the unavailability of sites and significantly delay response times. Individual, sustained or repeated occurrences could result in a loss of potential or existing users, advertisers or strategic partners. In addition, because our advertising revenue is expected to be directly related to the number of advertisements it delivers to users, system interruptions or delays would reduce the number of impressions delivered and thereby reduce its revenue.

Our systems and operations will be vulnerable to interruption or malfunction due to certain events beyond our control, including natural disasters, telecommunications failures and computer hacking. We will also rely on Web browsers and online service providers to provide Internet access to its sites. There can be no assurance that we will be able to expand its network infrastructure, either itself or through use of third-party hosting systems or service providers, on a timely basis sufficient to meet demand. We may also have to build redundant facilities or systems, produce a formal disaster recovery plan and possibly obtain sufficient business interruption insurance to compensate for losses that may occur. Any interruption to its systems or operations could have a material adverse effect on company’s business and its ability to retain users, advertisers and strategic partners. Currently, the company does not have the above-stated plans in place.

Natural Disasters Can Affect Our Business in a Negative Manner

The Company's operations and services depend on the extent to which its computer equipment and the computer equipment of its third-party network providers is protected against damage from fire, earthquakes, power loss, telecommunications failures, and similar events.

Despite precautions taken by the Company and its third-party network providers, over which it has no control, a natural disaster or other unanticipated problems at its headquarters or a third-party provider could cause interruptions in the services that it provides. If disruptions occur, the Company may have no means of replacing these network elements on a timely basis or at all. The Company does not currently maintain fully redundant or back-up Internet services or backbone facilities or other fully redundant computing and telecommunications facilities. Any accident, incident, system failure, or discontinuance of operations involving our network or a third-party network that causes interruptions in our operations could have a material adverse effect on its ability to provide services to its customers and, in turn, on its business, financial condition, and results of operations.

Our Business will be Dependent Upon Broadband Carriers

The Company will rely on broadband providers to provide high speed data communications capacity to our customer. The Company may experience disruptions or capacity constraints in these Broadband services. If disruptions or capacity constraints occur, the Company may have no means of replacing these services, on a timely basis or at all. In addition, broadband access may be limited or unavailable in certain areas, thereby reducing our potential market.

Risks of International Operations

Once the Platform and MMOGs are developed, the Company plans to attempt to market such products in countries inside and outside of the United States. The markets in which the Company is expected to undertake international expansion may have technology and online industries that are less well developed than in the United States.

There are certain risks inherent in doing business in international markets, such as the following:

	Uncertainty of product acceptance by different cultures;

	Unforeseen changes in regulatory requirements;

	Difficulties in staffing and managing multinational operations;

	State-imposed restrictions on the repatriation of funds;

	Currency fluctuations;

	Difficulties in finding appropriate foreign licensees or joint venture partners;

	Potentially adverse tax consequences;

	Less stringent and/or narrower intellectual property protection.

There is a risk that these factors will have an adverse effect on our ability successfully to operate internationally and on our results of operations and financial condition.

Acquisition And Investment Strategy May Not Be Successful And Could Adversely Affect Its Business

In the future, the Company may acquire additional products, technologies or businesses, or enter into joint venture arrangements for the purpose of complementing or expanding our business or we may make investments in a new unrelated businesses, products, services or technologies. There can be no assurance that it will be able to identify suitable acquisition or investment candidates. Even if it does identify suitable candidates, there can be no assurance that it will be able to make such acquisitions or investments on reasonable commercial terms or successfully assimilate personnel, operations, products, services or technologies into its operations. This could disrupt it’s ongoing business, distract the management and employees, increase it’s expenses, including amortization of goodwill, and materially and adversely affect it’s financial condition and results of operations. Furthermore, the incurrence or issuance of debt or equity securities may be attributed to the company to fund any future acquisitions.

Projections contained in this Prospectus may not be attained

The use of proceeds and project implementation projections, as well as other projections contained in this prospectus, were prepared by the Company in good faith based upon assumptions that the Company believes to be reasonable. No assurance can be given, however, regarding the attainability of the projections or the reliability of the assumptions on which they are based. The projections are subject to the uncertainties inherent in any attempt to predict the results of operations for the Company, especially where new products and services are involved. Certain of the assumptions used will inevitably not materialize and unanticipated events will occur. Therefore, the actual results of operations are likely to vary from the projections and such variations may be material and adverse to the Company.

The projections are included solely to give prospective investors information concerning the Company’s estimates of future operating results based on our assumptions and no assurance can be given that such results will be achieved. The Company reserves the right to conduct its business in a manner different from that set forth in the assumptions as changing circumstances may require.

The ownership by of the Company’s Officers and Directors of a large amount of our Common Stock many limit minority shareholders’ ability to influence corporate affairs .

Our officers and directors and their affiliates currently own an aggregate of 8,500,000shares of our Common Stock and aggregate warrants and options to purchase an additional 15,300,000 shares of common stock. Assuming that the only options and warrants exercised are by the Company’s officers and directors, the Company would have outstanding 48,585, 716 shares of common stock. In such event our officers and directors would own 23,800,000 shares or approximately 49% of our outstanding common stock and be in a position to significantly affect all matters requiring shareholder approval, including the election of directors. The interests of our officers and directors may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding their decisions. This level of control may also have an adverse impact on the market value of our Shares because they may institute or undertake transactions, policies or programs that result in losses, may not take steps to increase our visibility in the financial community and/ or may sell sufficient numbers of shares to significantly decrease our price per share.

As a public company, we will incur substantial expenses.

If we are able to have our Shares quoted on the Over the Counter Bulletin Board, we will then become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. In addition, we are incurring substantial expenses in connection with the preparation of this Registration Statement. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

We may be exposed to potential risks resulting from new requirements under the Sarbanes-Oxley Act of 2002.

In addition to the costs of compliance with having our Shares listed on the OTCBB, there are substantial penalties that could be imposed upon us if we fail to comply with all of regulatory requirements. In particular, under the Sarbanes-Oxley Act of 2002 we may be required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year. Furthermore, our independent registered public accounting firm may be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting . We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

The offering price of the Shares in this Offering, was not determined by traditional criteria of value.

The offering price of the Shares being offered pursuant to this Prospectus, was arbitrarily established by us and was not determined by reference to any traditional criteria of value, such as book value, earnings or assets.

If a market for our Shares does not develop, shareholders may be unable to sell their Shares.

A market for the Shares may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, our Shares may never be traded on the bulletin board, or, if traded, a public market may not materialize. If our Shares are not traded on the bulletin board or if a public market for our Shares does not develop, investors may not be able to re-sell the shares of our Shares that they have purchased and may lose all of their investment.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase the Shares.

We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own Common Stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase Shares.

Because we will be subject to the “Penny Stock” rules if the Shares are quoted on the over-the-counter bulletin board, the level of trading activity in the Shares may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in the Shares may find it difficult to sell their Shares.

If The Shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that the Shares are quoted on the over-the-counter bulletin board, we will be required order to remain current in our filings with the SEC in order for the Shares to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of The Shares will be terminated following a 30 day grace period if we do not make our required filing during that time. If The Shares are not eligible for quotation on the over-the-counter bulletin board, investors in the Shares may find it difficult to sell their Shares.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws to the extent they prohibit trading absent compliance with individual state laws.

These restrictions may make it difficult or impossible to sell Shares in those states. There is no public market for the Shares, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of the Shares may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, the Shares may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of the Shares. We may not be able to qualify securities for resale in states that do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “PLAN OF DISTRIBUTION -State Securities-Blue Sky Laws.”

If we issue shares of preferred stock with superior rights to the Shares registered in this prospectus, it could result in a decrease in the value of the Shares and delay or prevent a change in control of us.

Our board of directors is authorized to issue up to 2,000,000 shares of preferred stock. As of the date of this prospectus, we have not issued any shares of preferred stock and we have no current intention to do so. However, our board of directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. Depending upon the success of this offering, combined with our future financial needs, our board may, in the exercise of its business discretion, determine to issue shares of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the Shares may result in a decrease in the value or market price of the Shares. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by the stockholders and may adversely affect the voting and other rights of the holders of the Shares.

Delaware law and our charter may inhibit a takeover

Provisions of Delaware law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company, even if such transactions would have significant benefits to our stockholders. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our Common Stock. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination.

Purchasers of the Shares will incur an immediate and substantial dilution.

The purchasers of the Shares being offered hereby will furnish virtually all of the Company’s capital and assume practically all of the financial risk, whereas the present Shareholders will receive a substantial majority of the benefits, if any. In addition, the present Shareholders will have substantial potential profits as a result of this Offering, while purchasers of the newly-issued Shares will experience an immediate and substantial percentage dilution in the net tangible book value of their of their Shares. See: “DILUTION.”

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our articles of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is are likely to materially reduce the market and price for our shares, if such a market ever develops.

If a market develops for our Shares, sales of our Shares relying upon rule 144 may depress prices in that market by a material amount.

All of the currently outstanding shares of our Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a company’s outstanding Common Stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the OTCBB (if and when listed thereon) is not an “automated quotation system” and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of revisions to Rule 144 which became effective on or about April 29, 1997, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of two years. Presently shares of restricted Common Stock held by non-affiliates of the Company may be sold, subject to compliance with Rule 144 six months after issuance. Sales under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of the Common Stock in any market that may develop. We cannot predict whether the proposed rule will be adopted, and if adopted, what its final provisions will be and how it will affect our securities.

Cautionary Note Regarding Forward Looking Statements

Some of the statements under "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," “Description of Business” and elsewhere in this prospectus constitute forward-looking statements. These statements involve risks known to us, significant uncertainties, and other factors which may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by those forward-looking statements.

You can identify forward-looking statements by the use of the words "may," "will," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "potential," "proposed," or "continue" or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risks outlined above. These factors may cause our actual results to differ materially from any forward-looking statement.

Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements

USE OF PROCEEDS

We estimate that, if our offering is fully subscribed, we will receive net proceeds of $10,315,000 from our sale of 12,000,000 Shares. This estimate is based on an offering price of $1.00 per Share, and assumes that we will engage the services of placement agents, broker-dealer and finders, where legally permitted, to assist us in selling all of the Shares. In such event , we estimate that we would pay selling commissions of no more than 13%, for a maximum selling commission of $1,560,000 if these persons sold 100% of the Shares. However, as of the effective date of this prospectus, we have not engaged any placement agent, broker-dealer or finder. For purposes of this disclosure we have assumed that commissions will be paid on all Shares. Additionally, we estimate that our direct costs of this offering (SEC filing fees, legal, accounting, printing and miscellaneous expenses) will be $125,000.

The primary purposes of this offering are to obtain additional capital to develop our Platform and our MMOGs, establish marketing and support infrastructures, develop our website, and provide working capital. The table below represents our best estimate of the allocation of the net proceeds, including the priorities for the use of the proceeds, based upon our current business plan and assuming that all of the Shares are sold.

Gross Proceeds from Offering (after selling commission of 13%)	$	10,440,000	100	%

Offering Expenses		125,000	1.2	%
(Legal, Accounting, Filing Fees)

Platform and MMOG development (including salaries, consulting fees, infrastructure and equipment costs)		7,000,000	67	%

Marketing and Advertising Expenses		550,000	5.3	%

Working Capital (including web site development, office expense, general administration expenses and professional fees)		2,765,000	26.5	%

Total	$	10,440,000	100	%

The amounts set forth merely indicate the general application of net proceeds of the offering. Actual expenditures relating to the development of our business may differ from the estimates depending on the efficacy of our Platform and MMOG development efforts, unanticipated costs in connection therewith as well as changes in the industry and actions of our competitors among other causes. There can be no assurance we will be successful in our efforts to secure investors to invest in our Offering and/or obtain alternative financing. In the event all of the Shares are not sold, management in their sole discretion will allocate the proceeds of this Offering in a manner in which they determine will be in the best interests of the Company. In such an event we may not be able to complete the development of the Platform and MMOGs, and follow our business plan. This may have a significant impact on our ability to continue operating our business. Moreover even if all of the Shares are sold, management reserves the right to alter the above projected use of proceeds if it determines that such changes will be in the best interests of the Company. Accordingly, the amounts and timing of our actual expenditures will depend on numerous factors, including the status of our development and marketing activities and competition. Accordingly, our management will have broad discretion in the use of the net proceeds from this offering. Pending the use of proceeds from this offering, we intend to invest the proceeds in a variety of capital preservation investments, generally government securities and cash.

DETERMINATION OF OFFERING PRICE

Since none of our securities are listed or quoted on any exchange or quotation system, the offering price of our Shares was unilaterally determined solely by our Board of Directors.

The facts we considered in determining that offering price were:

	our financial condition and prospects;

	the online gaming market in general our limited operating history;

	the general condition of the securities market; and

	management’s informal prediction of demand for securities such as the Shares,

The offering price is not an indication of and is not based upon the actual value of the Company. The offering price bears no relationship to our book value, assets or earnings or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of our securities.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading History

There is currently no public or other market for our Shares, and we can not guarantee that any such market will develop in the foreseeable future. We intend to engage one or more registered broker-dealers to file an application with the NASD on our behalf so as to be able to quote the shares of our Common Stock on the over-the-counter bulletin board (the “OTCBB”) maintained by the NASD. As of the date of this prospectus, we have not identified any such broker-dealers and are not in negotiations with any. There can be no assurance that any such broker-dealer will ever file such an application.

Our authorized capital stock consists of 150,000,000 shares of Common Stock, with a par value of $.0001 per share and 2,000,000 shares of preferred stock with a par value of $.0001 per share. As of March 31, 2008 and June 26, 2008 there were 25,142,858 and 33,285,716 shares of our Common Stock issued and outstanding respectively . No preferred stock has been issued. As of March 31, 2008 and June 26 2008 our shares of common stock were held by seven (7) and 23 stockholders of record respectively.

Share Purchase Warrants

Prior to this offering, we have issued warrants to purchase an aggregate of 14,950,002 shares of our Common Stock. 14,285,716 shares of Common Stock underlying such warrants are exercisable at a price of $.04 per share through 2011 and of the balance of 664,286 shares of Common Stock underlying such warrants are exercisable at a price of $.75 per share through 2011.

Options

The total number of shares of common stock reserved for issuance under the 2008 Stock Option Plan is 25,000,000 shares subject to adjustment in the event of stock split, dividend, recapitalization or other similar capital change. At March 31, 2008 and June 26, 2008 options to purchase 8,750,000 and 14,000,000 shares of common stock were outstanding respectively. The company adopted the 2008 stock option plan in March 2008 for the grant of options intended to qualify as “incentive stock options” among others and stock option grants may be issued to employees (including officers) and directors of the Company as well as to certain consultants and advisors. 13,750,000 the options issued are exercisable at a price of $.04 per share and 250,000 are exercisable at $.75 per share. All of the Options expire in 2013.

Convertible Securities

Other than the warrants and option described above, we have not issued and do not have outstanding any securities convertible into shares of our Common Stock or any rights convertible or exchangeable into shares of our Common Stock.

DIVIDEND POLICY

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Units on the expectation of future dividends.

CAPITALIZATION

The table below sets forth our capitalization as of March 31 2008, on an actual basis and on a pro forma, as adjusted basis to give effect to, the issuance of 12,000,000 Shares (the maximum number that may be sold by us in this offering) at an offering price of $1.00 per Share and after deducting potential commissions of $0.13 per Share and deducting estimated offering expenses of approximately $125,000.

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, beginning on page ___ of this prospectus and our consolidated financial statements and the related notes beginning on page F-1 of this prospectus.

	March 31, 2008 Actual			Assuming All Shares are Sold
Stockholders Equity
Preferred Stock, $.0001 par value
Authorized 2,000,000
Issued and Outstanding - 0 shares		0		0
Common Stock, $.0001 par value
Authorized- 150,000,000 shares
Issued and Outstanding -
Actual 25,142,858 shares		2,514		2,614
Common Stock Subscribed		35,000
Additional Paid in Capital		314,414		349,314
Assuming all shares are sold 37,142,858 shares				1,200
Paid in Capital from Offering				10,313,800
Deficit Accumulated		(140,547	)	(140,547	)
Total Capitalization	$	211,381		$ 10,526,381

DILUTION

“Dilution” is the difference between the per-share offering price herein and the net tangible book value of the shares of Common Stock immediately after the close of the Offering. Dilution is due in part to (i) the arbitrary decision by the Company as to the offering price of the Shares being offered; (ii) the book value of the common shares outstanding prior to this Offering being lower than the offering price; and (iii) the expenses to be incurred by the Company in connection with the sale of its securities as described herein.

We were initially capitalized by the sale of common stock to our founders and other investors The following table sets forth the difference between our initial investors and purchasers of the Shares in this offering with respect to the number of shares purchased from us, the total consideration paid and the average price per share paid.

Purchasers of our common stock in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price.

The table below assumes that all of the Shares offered hereby are sold.

	Shares Issued			Total Consideration			Average Price
	Number		Percent	Amount		Percent	Per Share

Initially Invested		33,285,716	73.5%	$	521,500	4.2%	$	.016
New Investors		12,000,000	26.5%		12,000,000	95.8%		1.00

Total		45,285,716	100%	$	12,521,500	100%	$	0.276

As of March 31, 2008, the net tangible book value of our common stock was $211,381 or $.008 per share based on the 25,142,858 shares outstanding. "Net tangible book value" per share represents the amount of total tangible assets less total liabilities, divided by the number of shares. After giving effect to the sale by us of 12,000,000 Shares, which is the maximum offered in this Offering, at an offering price of $1.00 per share and after deducting estimated expenses and assuming a 13% commission is paid on the sale of all Shares, our pro-forma net tangible book value as of that date would be $10,526,381 or $0.232 per share, based on the 45,285,716 shares outstanding at that time. This represents an immediate dilution (i) (i.e. the difference between the offering price per share of common stock and the net tangible book value per share of common stock after the offering) of $0.768 per share to the new investors who purchase shares in the offering ("New Investors"), as illustrated in the following table (amounts are expressed on a per share basis).

(i) Calculations concerning dilution are based on an assumption of the offering being fully subscribed and assumes that no outstanding warrants or options have been exercised.

The following table represents the dilution per share based on the percentage sold of the total amount of shares being offered.

	Assuming all Shares
	Are sold
Offering price	$	1.00
Net tangible book value before offering	$	.008
Increase attributable to the offering	$	.224
Net tangible book value
after giving effect to the offering	$	0.232
Per share Dilution to new investors	$	0.768
Percent Dilution per share		76.8%

We do not intend to pay any cash dividends with respect to our common stock in the foreseeable future. We intend to retain any earnings for use in the operation of our business. Our Board of Directors will determine dividend policy in the future based upon, among other things, our results of operations, financial condition, contractual restrictions and other factors deemed relevant at the time. We intend to retain appropriate levels of our earnings, if any, to support our business activities.

SELECTED FINANCIAL DATA

BALANCE SHEET DATA – As of March 31, 2008

Cash:	$	147,178
Common Stock Subscribed		35,000
Prepaid Legal Expenses		33,334
Total Assets:		215,512
Accounts Payable and Accrued Expenses:		4,131
Total Current Liabilities:		4,131
Total Shareholders’ equity (deficit):		211,381
Total Liabilities and Shareholders’ Equity:	$	215,512

Statement of Operations Data: For the Period from February 11, 2008 (inception) Through March 31, 2008

Revenues:	$	0
Operating Expenses:		140,547
Net Loss:		(140,547	)
Basic & diluted earnings per share	$	(.01	)
Weighted Average shares		19,076,250

The foregoing summary information is qualified by and should be read in conjunction with our audited financial statements and accompanying footnotes.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Overview

We were incorporated in Delaware in February 2008. We are a development stage company and have had limited business operations. For the period from inception through the date of this prospectus, we have concentrated our efforts on developing a business plan which is designed to allow us to create our Platform and MMOGs for use on our Platform. Those activities included, but were not limited to, securing initial capital in order to fund the development of a demonstration model for portions of the Platform and working capital, securing a board of directors, management personnel and consultants who we believe will assist us in developing the Platform and meet our business goals, conducting market research regarding the MMOG industry and our Platform and planned MMOGs, and other pre-marketing activities.

Results of Operations

The following discussion analyzes our results of operations for the period from February 11, 2007 (inception) to March 31, 2008. The following information should be considered together with our consolidated financial statements for such period and the accompanying notes thereto.

Net Loss for Period from February 11, 2008 (inception) through March 31, 2008 :

We incurred a net loss of $140,547 on zero net revenue for the period from February 11, 2008 (inception) through March 31, 2008. The following is a summary of the components of such loss:

Revenues	$	0

General and Administration Expense	$	16,088

Consulting	$	81,603

Professional Fees	$	16,666

Travel	$	26,190

Net Loss	$	(140,547	)

Basic and Diluted Net Loss Per Share	$	(0.01	)

Basic and Diluted Weighted Average Outstanding Shares		19,076,250

Compensation Expense of Stock Options	$	82,928

Lack of Revenue: As is common with a company in the development stage, the Company had no revenue for the period from February 11, 2008 (inception) through March 31, 2008. During such time we devoted our efforts to formalizing our business plan and raising initial capital to commence our operations.

Expenses: The following amounts represent the most significant components of expenses for the period from February 11, 2008 (inception) through March 31, 2008:

a) General and Administrative expenses: During the period from inception through March 31, 2008, the Company incurred $16,088 in general and administrative expenses consisting of Administrative expenses of $7,263 and compensation expense of $8,825 related to the fair value of option grants from February 11, 2008 (inception) through March 31, 2008 for options to purchase 500,000 shares of the Company’s Common Stock. The Black Scholes option pricing model was used to calculated the fair value of the options granted.

b) Professional Fees: During the period from inception through March 31, 2008, the Company incurred $16,666 in counsel fees in connection with legal services with respect to the Company’s activities including this offering.

c) Consulting expense: For the period from February 11, 2008 (inception) through March 31, 2008, options to purchase 8,750,000 shares of Common Stock were granted. The Black Scholes option pricing model was used to calculate the fair value of the options granted. During the period from February 11, 2008 (inception) through March 31, 2008, the Company recognized compensation expense of $74,103 related to these stock options

Subsequent to March 31, 2008, the Company issued additional options to purchase 5,750,000 shares of Common Stock were granted. The Black Scholes option pricing model was used to calculate the fair value of the options granted. During the period from February 11, 2008 (inception) through March 31, 2008, the Company recognized no compensation expense related to the stock options

d) Travel: During the period from inception through March 31, 2008, the Company incurred $26,190 in travel expenses in connection with researching and formulating the Company’s business plans and goals.

Liquidity and Capital Resources

We had cash on hand of approximately $147,178 as of March 31, 2008 and $353,553 as of June 26, 2008. Since we have not realized any revenues, these funds were generated through the sale of stock to our Founders and initial investors. Since our inception, we have been operating the Company in a minimalistic manner due to limited cash resources. Rather than fully implementing our business plan, we have utilized funds to research and develop our business plan and begin creating a demonstration model showing a small portion of what our Platform will be designed to accomplish. We have not paid any salaries to management and have utilized offshore programmers on a work for hire basis to assist in developing the demonstration model. The Company’s existing cash on hand will not be sufficient for the Company to complete its current business plans. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to develop our Platform and MMOGs. Management’s principal strategy to accomplish that task is through the equity funding that it anticipates receiving from this Offering, which the Company projects will allow it to meet its goals of completing the development of the Platform and the Company’s MMOGs, and implementing a sales and marketing effort to introduce the Platform, the Company’s MMOGs and game development services to the online gaming industry. However there is no assurance that sufficient proceeds from the sale of the Shares will be raised in this offering to allow the Company to meet its plans.

Even if our Offering is successful, our ability to continue in business as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. If we are successful in selling all of the Shares, we project that our Platform and MMOG’s will not be ready for full scale introduction to the marketplace until between 2010 and 2011. Accordingly we do not project that significant revenue will be developed until 2010 at the earliest. While it is impossible to predict the amount of revenues, if any, that we may receive from our Platform, MMOGs and game development services, we presently believe , based solely on our internal projections, that we will generate revenues sufficient to fund our planned business operations if the Platform and MMOGs are actually developed in accordance with our plans. However there can be no assurance that our belief will be realized. There can be no assurance that this Offering will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan to aggressively develop, complete, and market the Platform, our MMOGs and our game development services. Moreover there can be no assurance that even if our Platform and MMOGs are developed, that we will generate revenues sufficient to fund our operations. In either such situation, we may not be able to continue our operations and our business might fail, and you may lose your entire investment.

The following summarizes our cash flows during the period from February 11, 2008 (inception) through March 31, 2008:

Cash flows from Operating Activities:

Net Loss	$	(140,547	)

Adjustments used to reconcile net loss to cash used in Operating Activities:		29,203

Compensation expense of stock and stock options	$	82,928

Net Cash used in Operating Activities	$	(86,822	)


Cash flows from Financing Activities:

Proceeds from issuance of Common Stock	$	234,000

Net increase (decrease) in cash and cash equivalents	$	147,178

On March 3, 2008, the Company adopted an equity incentive plan which authorized the issuance of stock options to officers, directors employees and consultants of the Company. The total number of shares of common stock reserved for issuance under the plan is 25,000,000 shares subject to adjustment in the event of stock split, dividend, recapitalization or other similar capital change. At March 31, 2008 and June 26, 2008 options to purchase 8,750,000 and 14,000,000 shares of common stock respectively were outstanding under the 2008 plan.

The Plan is administered by the Board of Director’s, which selects the eligible persons to whom options are awarded, determines the number of shares subject to each option, the exercise price and the period during which options are exercisable. Each option granted under the Plan is evidenced by a written agreement by the Company and the grantee. Grants may be issued to employees (including officers) and directors of the Company as well as to certain consultants and advisors.

The exercise price for options granted under the plan is required to be no less than the fair market value of the common stock on the date the option is granted, except that options granted to 10% stockholders, are required to have an exercise price of not less than 110% of the fair market value of the Common Stock at the date of grant. Incentive stock options granted have a maximum term of ten years.

For the period from inception through March 31, 2008, options to purchase 8,750,000 were granted. The Black Scholes option pricing model was used to calculate the fair value of the options granted. During the period from inception through March 31,2008 the Company recognized compensation expense of $82,928 related to the stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 2.5%

Expected term – 5 years

Expected volatility of stock – 51.8%

Expected dividend yield – 0%.

The following table summarizes the information with respect to options to purchase 14,000,000 shares of Common Stock which are currently outstanding and exercisable under the Company’s equity incentive plan:

Exercise Price	Options Outstanding	Remaining Life

$.04	13,750,000	Five (5) years

$.75	250,000	Five (5) years

Related Party Transactions

From inception through the date of this Prospectus, the Company has utilized offices leased by affiliates of certain of the Company’s board members without charge. There are no commitments for any operating or capital leases for executive or corporate offices.

During the period from February 11, 2008 (inception) to March 31, 2008, Peter Pelullo a director and employee of the Company advanced expenses on behalf of the Company in connection with research of the Company’s business plans and the implementation of the Company’s business plans totaling $18,418. Subsequent to March 31, 2008 the Company reimbursed Mr. Pelullo for these expenses.

3D Financial Corp Limited (“3D”), the Company’s largest shareholder is owned by Alfredo Villa, the Company’s President, Chief Executive Officer and Director and Peter Pelullo, the Company’s .director of corporate development and ad Director. 3D purchased 19,000,000 shares of the Company’s common stock for $19,000 as the Company’s initial founder. Messrs. Pelullo and Villa also each individually purchased for $70,000, 2,000,000 shares of Common Stock and warrants to purchase an additional 2,100,000 shares of Common Stock.

Contractual Obligations

The Company entered into an employment agreement with Alfredo Villa, its President and Chief Executive Officer. The agreement expires in 2011. The agreement calls for a base salary of $200,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

The Company has also entered into an employment agreement with Ernest Cimadamore, its Secretary and Chief Financial Officer. The agreement expires in 2011. The agreement calls for a base salary of $75,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments..

In addition the Company has entered into an employment agreement with Peter Pelullo, its director of Corporate Development. The agreement expires in 2011. The agreement calls for a base salary of $180,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

The Company has also entered into a number of consulting agreements pursuant to which the Company has issued an aggregate of 14,500,000 options. Under such consulting agreements the Company is not obligated to make any monetary payments, other than for reimbursement of expenses, to such consultants. One of such agreements is with Jo Webber the Chairman of the Board of Directors of the Company.

Additional terms regarding the foregoing about agreements with the Company’s officers and directors is set forth in the Executive and Director Compensation section of this prospectus.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures that is material to stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Stock-based Compensation

We have adopted the fair value recognition provisions of Statement of Financial Accounting Standard 123(R) “ Share-Based Payment” (“SFAS 123(R)”). In addition, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “ Share-Based Payment ” (“SAB 107”) in March, 2005, which provides supplemental SFAS 123(R) application guidance based on the views of the SEC. Under SFAS 123(R), compensation cost recognized includes compensation cost for all share-based payments granted beginning January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).

We have used Black-Scholes option-pricing model to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the options are exercised or expire).

Compensation expense for unvested options granted to non-employees in previous periods is being amortized over the vesting period of the options.

Recently Issued Accounting Pronouncements:

During September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which is effective for fiscal years beginning after November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009. The Company adopted SFAS 157 on February 11, 2008 (date of inception) for all financial assets and liabilities, but the implementation did not require additional disclosures or have a significant impact on the company's financial statements. The company has not yet determined the impact the implementation of SFAS 157 will have on the company’s non-financial assets and liabilities which are not recognized or disclosed on a recurring basis. However, the company does not anticipate that the full adoption of SFAS 157 will significantly impact their financial statements.

During February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The company has adopted SFAS 159 on February 11, 2008 (date of inception) and has elected not to measure any additional financial assets, liabilities or other items at fair value.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. This statement is effective for the company beginning January 1, 2009 and will change the accounting for business combinations on a prospective basis.

Income Taxes:

As of March 31, 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $57,619 that may be offset against future taxable income through 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

	2008
Net Operating Losses		$	24,000
Non deductible options			34,000
Valuation Allowance			(58,000	)

		$	—

The provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows:

	2008
Provision (Benefit) at US Statutory Rate		$	-
Deferred			58,000
Increase (Decrease) in Valuation Allowance			(58,000	)

		$	—

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

OUR BUSINESS

Overview

We were incorporated in Delaware on February 11, 2008 under the name Chimera International Group, Inc. On April 4, 2008 we amended our certificate of incorporation and changed our name to Moggle, Inc. Our principle offices are currently located at 111 Presidential Boulevard, Suite 212, Bala Cynwyd, Pennsylvania 19004. We occupy this office, which is leased by an affiliate of one of our directors, on a rent free basis. Our current telephone number is (215) 463-4099 We have established a web site to help introduce our Platform to the online gaming world (www.playmoggle.com). Prospective investors are strongly cautioned that any information appearing on our web site should not be deemed to be a part of this prospectus, and should not be utilized in making a decision to buy our securities.

We are a start up venture and have not generated any revenues as of the date of this prospectus. We intend to develop an online game platform which will allow internet users to play massive multiplayer online games (“MMOG(s)”) through their web browser without the need to download any software (the “Platform”). We intend to develop multiple MMOGs for use on our Platform. Our Platform will be designed to allow MMOG players to link into major online social networks such as Facebook TM and MySpace TM and engage in MMOG play with their friends and colleagues. Our Platform will also seek to allow game developers and other interested parties to develop web based MMOGs directly by licensing our Platform tools or by retaining our services. We are attempting to develop and incorporate technology into the Platform which we believe will be desirable to movie studios, book publishes and other media creators which will allow for the rapid transformation of existing media into MMOGs. The Platform will also seek to support integration with in game advertising content providers and other mainstream in game ad content providers and provide advertising management and tracking capabilities. We expect that it will take between one and a half and three years to fully develop the Platform provided that we have succeeded in selling all of the Shares in this prospectus. However as a result of the many risks which we outlined in this prospectus included in the ”Risk Factors” section, there is no assurance that even if we sell all of the Shares, we will be able to develop the Platform according to our business plan, and if ,developed generate revenues sufficient to sustain our business.

Industry Background

We consider our proposed business to be part of the overall entertainment industry. At the most fundamental level, Moggle products will compete generally with other forms of entertainment, such as motion pictures, television and music, for the leisure time and discretionary spending of consumers. The specific industry which our products will compete in is the video game industry. Our management believes that video games have increasingly become a mainstream entertainment choice for both children and adults. We believe that new generations of console game systems, improved graphics and expanded artificial intelligence capabilities of new game consoles have significantly enhanced game play and enabled rapid significant industry growth.

The video game market reflects consumer spending on console games (including handheld games), personal computer games, online and web games and wireless games played on mobile phones. According to PricewaterhouseCoopers (‘PWC”) in a report entitled Global Entertainment and Media Outlook 2007 – 2011, the video game market in the United States, Europe, Middle East, Africa, Asia Pacific, Latin America and Canada will increase from $31.6 billion to $48.9 billion in 2011.

Video games are played by a large majority of the general American population .DFC Intelligence (“DFC”) estimates that over 120,000,000 people play video or computer games in the United States alone. Despite general conceptions that game players are generally children and teens, the Entertainment Software Association (“ESA”) found that current user demographics, which directly apply to our video game industry, show that:

* Sixty-seven percent of American households play computer and video games.

* The average game PLAYER is 35 years old and has been playing games for 12 years.

* Thirty-five percent of American parents say they play computer and video games.

* Eighty percent of gamer parents say they play video games with their kids.

Due to overall increases in broadband availability on a global basis, together with better networking technology and multimedia encoding techniques, it is becoming increasingly feasible to provide the same if not better quality game entertainment through the Internet than was previously delivered only through more conventional distribution mediums such as TV game consoles. With the millennial generation growing up with the internet and online connectivity as expectations for communication and entertainment, the Company believes that the online segment of the video game industry will grow significantly. According to DFC in a June 2006 report entitled “Online Game Market”, worldwide online game revenue is expected to increase from $3.4 billion in 2005 to $13.1 billion in 2011. While PWC forecasts that online game revenue will reach at least $11.8 billion by 2011. DFC estimates that the number of worldwide online game players will reach 364,000,000 people by 2011. Clearly the projections for growth in the online game market are substantial.

The online game market is composed of two major segments, massive multiplayer online games (‘MMOGs”) and casual games. MMOGs are typically played by thousands of people worldwide on a simultaneous basis with games continuing for weeks or months such as World of Warcraft. Casual games are typically puzzle, card and/or arcade style games designed for one or a limited number of players such as Tetris. We currently intend to focus our efforts in designing products for the MMOG portion of the online game market .We believe that the convergence of technologies involving MMOG’s, social networking and virtual worlds combined with increased broadband capacity and speed will increase market demand. We further believe that, improved graphics and expanded artificial intelligence capabilities of the new MMOG engines and platforms will enhance game play and help grow our industry significantly. DFC has projected that total MMOG worldwide revenues will increase from $1.8 billion in 2005 to $5.9 billion in 2011.

The development of MMOG’s has occurred over the last thirty years - although the timeline is subjective – based on what is considered ‘Massively Multiplayer’. In the 1980’s a handful of games were available generated user bases in the hundreds. In the 1990’s the number of online players increased in the US with EverQuest in 1999 achieving 550,000 users as the first 3D MMOG. South Korea has traditionally had a much higher availability of broadband than most other countries. This has also lead to the establishment of online game rooms in South Korea which continue to be popular today. In 1998, Lineage was made specifically for the South Korean game rooms and attained a maximum of 30 million subscribers. Toontown was the first MMOG developed specifically for children and it reached 110,000 subscribers in 2006. In 2004 World of Warcraft (“WoW”), a 3D RPG was released. WoW has over 10 million subscribers with revenues estimated to be in the $700 - $800 million a year range. WoW is expected to be the world’s first billion dollar game.

We believe MMOG games will continue to experience significant growth for the following reasons:

* The convergence of technologies involving MMOG’s social networking and virtual worlds combined with increased broadband capacity and speed will increase market demand

* The games offer regular content updates with changing story lines through downloads and flexible architecture, keeping the game dynamic and fresh for players.

* The games extend the realism of game play, by offering cutting edge technology, which makes the player feel they are actually part of the environment.

* Improved graphics and expanded artificial intelligence capabilities of MMOG will stimulate interest.

* The games create new opportunities to foster competition and mutual aid, by engaging mutual friends or players in a `combat', team or support situation.

* The games present a compelling new social environment, and an opportunity to meet new friends and share similar mind frames, existence, and survival techniques.

* The games offer an attractive new and recurring revenue source for game companies, as evidenced by the top performers who attain many subscribers in their compelling games as well as unique advertising and product sale opportunities and (see “Our Revenue Model” below).

Our plan is to quickly develop our Platform and MMOGs, using the proceeds from this offering, to allow us to capture market share in this rapidly growing industry by taking advantage of recent technological advances in online software development and the continuing increase of global broadband access.

Our Platform

Rather than focusing on the development of a single MMOG, we intend to create an online Platform which will allow for multiple functions and revenue opportunities in the growing online game marketplace. We intend to design our Platform so that game players can play state of the art web based MMOGs without the need to download any software , developers can build state of the art web based MMOGs and movie studios, book publishes and other media creators can rapidly transform their existing media into MMOGs. We believe this strategy will allow us to take advantage of multiple revenue sources and help ameliorate risk. As of the date of this prospectus, we have not commenced the actual development of our Platform. We have merely identified the desired features and goals of the Platform that we will attempt to develop and create with the proceeds of this offering. There can be no assurance that even if all of the Shares are sold, we will be successful in reaching all and/or any of our goals for the Platform. Moreover there can be no assurance that even if we develop the Platform in accordance with our plans, that it will achieve market acceptance and generate revenues to sustain our operations.

We intend to introduce the online MMOG community to our Platform by developing one or two initial MMOGs for use on the Platform. Our intention is for such MMOGs to showcase the ability of the Platform to rapidly create state of the art true web based MMOGs. Our MMOGs, unlike many existing MMOGs currently on the market today, will allow internet users to play MMOGs through their web browser without the need to download any software. We believe that there are many advantages to the use of the true web based development architecture we intend to create including;

1) The ability to retain control of the worldwide distribution of the games.

2) The ability to change content and direction to millions of users in one action. We believe this will be very useful for the delivery of advertisements as well as the introduction of new items of interest to the gamers.

3) The ease of delivery of upgrades, new features and promotional events

4) The ability to create and launch new titles rapidly

5) The immediate and easy access worldwide by anyone with an internet connection.

6) The ability to directly integrate with common online social networks

7) The integration with leading in-game advertising, tracking and reporting systems.

8) The ability to run on a variety of platforms including mobile devices. This is a rapidly growing market particularly in Europe.

The planned Platform will be comprised of a game engine at its core, a people layer and a content management layer. The game engine will be developed to allow hardware accelerated state of the art 3D games to be streamed into a web browser window without the need for any software downloads. The engine will be based on the OpenGL standard. We intend to design the engine so that it will allow for the development of MMOGs that can be played on multiple platforms including Windows and Macintosh environments as well as mobile devices. In addition, the unique streaming aspect of the planned engine will allow games to be developed that are near 'instant play'. When a player first runs a game only the minimum of data is streamed to their machine. Additional data such as 3D models, terrain and sound will be seamlessly streamed over the Internet as and when required and cached on the user's local machine. We intend to design the architecture to also support the ability to provide content distribution across multiple servers and geographies thus allowing developers to use other specialized content delivery technologies for their games.

We believe that the game engine will be well suited for the development of MMOs and Virtual Worlds. Data can be incrementally downloaded as the player explores the world around them. Multiple worlds, environments will be supported and each world can be seamlessly spanned across multiple servers allowing all players to share the same world if desired. We are designing the game engine to incorporate proprietary technology which we intend to develop which we believe will shorten the development time of online games from the typical industry time of 12 to 36 months to less than six months. We believe that this technology will provide a framework to allow Moggle and its licensees the ability to rapidly create and distribute games based on existing media sources such as movies, photos, books, TV shows and other sources. This technology will be designed to allow for the transformation of existing media characters into 3D MMOG game ready characters almost instantaneously. We believe that this will allow publishers, movie studios, and other media producers to rapidly create promotional and revenue-based games at a fraction of the time and cost currently available. We also intend for the engine to support integration with mapping APIs from providers like Google Map API, Yahoo Maps, Microsoft Maps and others. This integration will make it possible for games to use location mapping, real time traffic analysis, street level views and other value added mapping services available. This will greatly enhance the user experience for racing games.

The second component of the platform is a people layer. The people layer will consist of API’s that will be compliant with the Open Social TM and Facebook TM standards. These API’s will provide game developers the ability to allow users on social networking sites to play their games without leaving the respective sites. Specifically the API’s will support user authentication, friend discovery, network and group discovery and profile management. Other uses of this API will be to connect to any other application that is compliant with the Open Social and Facebook TM standards. We also intend to allow for detailed personalization of characters in a more expansive way than presently provided by many MMOG games today. We believe that this will be a exciting feature that has the potential to connect the user more directly to a game. We intend to incorporate into the Platform technology to directly create characters from social network profiles and photographic images, allowing a much stronger personalization of the game by individuals, families, sports teams, schools and other social groups.

The content management layer will be used to allow third party content providers to provide dynamic content to games developed using the platform. This could be in game advertisements, media such as movie trailers, online advertisements and other web content. The Platform will also be designed to support integration with in game advertising content providers such as IGA, Massive Incorporated, Game Creative, Jogo Media and other mainstream in game ad content providers. API level integration will be made available for these platforms. This will enable game developers to select an in-game provider and be able to place ad content in the game via standard API's. This will support static, dynamic and incidental content. The platform will provide an ad management console for ad providers to manage the content that is pushed to the games in real time. Depending on the type of API available from the ad providers, ad metrics will be pushed back to the provider and also be available to the developer.

Presently we intend to develop and create our Platform, and the technology and software needed to meet the features and goal we have set for the Platform, through an in house development team consisting of producers, game designers, software engineers, artists, animators, scriptwriters, musicians and songwriters, sound effects and special effects experts and game testers we intend to hire with the proceeds of this offering. We may also seek to rely third party work for hire developers , artists and other personnel to supplement and support the in-house team that we will hire. We plan to use international software developers to address different technologies, languages and cultures and to provide the broadest based expertise for the online gaming markets. Management shall make the decision as to whether to use in-house or third party development resources based upon the creative and technical challenges of the area of development. We may also seek to evaluate any number of pre-market technologies that would allow Moggle to rapidly develop its main Platform technology and accelerate our time to market . If we believe such technologies would assist us in achieving our business plan we may acquire and/or license such technologies.

As of the date of this prospectus we have engaged a third party overseas game technology development company to prepare a demonstration model designed to exhibit certain basic features of our planned Platform. Upon completion of this offering, we may continue to utilize the services of such development company to assist with the further development of the platform. This development company has provided software development services for entities which our Chairman of the Board has been associated with for the last seven years.

Our MMOGs

Our games will be based on intellectual property that is either wholly-owned by us or licensed from third parties. We plan to develop our games using both internal development resources and external development resources working for us pursuant to contractual agreements. We plan to market and distribute our games for sale throughout the world. We plan to develop, market and sell multiple MMOG’s that will operate on and be delivered by the Platform. Our MMOGs will be fully browser based games that will not require any software downloads. Accordingly our MMOGs may be accessed and played from anywhere in the world on any computer that has an available internet connection. The games will all be linked to social networks including; Facebook TM ,LinkedIn and MySpace TM and will encourage groups of friends, teammates, and business colleagues to enjoy online game focused entertainment together. All MMOG’s will be delivered online from central controlled servers by us. We will make all games available on a worldwide basis and will use the key marketing outlets on the internet including the social networks to advertize the games and attract new players. Upon completion of development, each game will be extensively play-tested to ensure compatibility with the appropriate browsers and bandwidths. To support our products after release, we plan to provide online access to our customers on a 24 hour basis as well as operator help lines during regular business hours. The customer support group will track customer inquiries, and we plan to use this data to help improve the development and production processes.

The initial MMOGs that we intend to develop will serve as a showcase for the MMOG marketplace to become educated as to the features and benefits of our Platform. One MMOG that we are currently considering creating with the proceeds of this offering is based on an international famous sport (the “MGame”). This MMOG is in its most earliest stages of creation as only a high level and general concept of what the game may be like has been discussed among the Company’s management. Accordingly there can be no assurance that this game or any game like it will be actually developed by the Company upon completion of this offering. Should the Company’s management believe that a different game concept will be more suited to showcasing the Platform or for any other reason be more beneficial to the Company, this game concept may be dropped entirely and another developed in its place. The current idea for the MGame is to stage an online tournament type event that will be played over a period of two-three months with various stages. One of the first stages will involve the building of a players’ online game entry. The player will have to make choices about various components of the game entry. During the MGame there will be different kinds of game conditions and certain choices will perform better in certain conditions. There will also be a series of trials and other events to test the entrants prior to the game. The winners of these trials will receive rewards that can be used to increase the player’s chances of winning the MGame. Each trial will occur at a certain time online, thus creating an audience. We will attempt to solicit advertisers for the various trials as well as for the MGame itself.

The game will be structured in a manner that during the first month of setup and trials, we can attract as many subscribers as possible and they can join in the game as late as the day the MGame begins.

We are anticipating advertising revenues for this game from various sources including;

· manufacturers

· Accessory manufacturers

· Local Businesses in visited cities

· Lifestyle companies

Some of the anticipated types of advertising available from lowest price to highest;

· Static Advertisements on Moggle’s host web site

· Advertisements on Billboards and other locations in the MGame

· Realtime advertising

· Trial, city and other event sponsorship

· Overall game sponsorship

The game will be developed as a pure online game ( without any software downloads) with a combination of animation and real images. Using readily available techniques and integration technologies, gamers will be given a realistic game experience with obstacles and real time conditions. The game will initially be made available as a time based tournament.

The MGame will attempt to show the MMOG marketplace many features associated with the Platform including state of the art graphics and game play technologies, the advantages of a true web based browser MMOG by incorporating real time information into game play thereby dynamically changing a users game experience, the ability to insert real time advertising and obtain real time ad tracking and reporting information and the ability to create a web based MMOG in a shorter time frame than typical industry standards.

Projected Development Timeline

The following sets forth the Company’s current timeline for the development of its Platform and initial MMOGs assuming that all of the Shares are sold in this offering. The sale of less than all of the Shares, or unanticipated problems or issues which the Company experiences in any of its planned activities, even if all of the Shares are sold, could have an adverse effect on the Company’s ability to meet such timeline. Accordingly there is no assurance that we will be successful in meeting such goals .

2009

• Development of Technology Platform

• Development (acquisition) of one or more initial games

• Marketing to social networks

• Tournaments established

• Tournament play released

2010

• Ongoing development of Technology Platform

• Development of MMOG's

• Release of MMOG's

• Marketing to social networks

• Marketing of tournament and game sponsorship

• Marketing of ability to develop games rapidly for large corporations and studios

• Continuation of tournament development and geographic expansion

2011

• Marketing of company as a Technology Platform for game and online media development and release

• Continuation of Moggle titles for MMOG's

• Continuation of tournament development

Our Revenue Model

We have not generated any revenues as of the date of this prospectus. We do not anticipate that any revenues will be generated by us without the sale of the Shares in this offering. Even upon the sale of all of our Shares and the meeting of our Platform and MMOG development goals, of which there can be no assurance, we do not project that any significant revenues will be realized until 2010 at the earliest. The following sets forth our time line as to type of revenues which we project and our plans with respect to attaining such revenues.

Advertising Revenue

DFC reports that North America is expected to be far and away the largest market for online game advertising revenue, accounting for 51% of overall revenue in 2012. North America online game advertising is forecasted to increase from about $235 million in 2006 to $481 million in 2012, a 104% increase. DFC also forecasts that Worldwide online game advertising revenue is expected to grow to $936 million a 175% increase over the approximate $305 million generated in 2005. By focusing our game Platform technology to embrace advertising from the outset, we believe we may be well positioned to sell and deliver in-game advertising in North America and worldwide.

We are excited about the potential for advertising revenue driven by gameplay. We plan to work with game industry ad placement companies to help promote advertising opportunities within our framework. We intend to include in our Platform support integration with in game advertising content providers such as IGA, Massive Incorporated, Game Creative, Jogo Media and other mainstream in game ad content providers. API level integration will be made available for these platforms. This will enable game developers to select an in-game provider and be able to place ad content in the game via standard API's. This will support static, dynamic and incidental content. The platform will provide an ad management console for ad providers to manage the content that is pushed to the games in real time. Depending on the type of API available from the ad providers, ad metrics will be pushed back to the provider and also be available to the developer.

We will provide outlets for three types of advertising:

· Placement Advertisements

· In Game Advertising (2 tiers)

· Sponsorship Advertising

Placement advertising will be offered where a vendor can place advertisements around a game on the site that launches it. The advertisements will not have sounds but may be flash or other types of banner advertizing. In-game advertising will be offered on two levels. The lower tier will show a non-moving image of a company’s logo or message on a billboard or other outlet within the game. The higher tier will be the incorporation of a company’s products as a natural part of the game. This is more immersive and we believes we will be able to charge a premium price for this level of product placement in an online game. In the example of an online Soccer World Cup tournament, advertisers may advertise on the team strip for Holland for example. Due to the technology being developed there is also an opportunity to deliver advertising into a game during gameplay. This allows a more ad-hoc premium advertising capability for a company that may wish to drop in an advertisement to a well-profiled group of several thousand gamers in a certain location or at a tournament. In the example about of a World soccer tournament it could be an advertisement or offer placed as a result of one player scoring a hat-trick. Sponsorship advertising will be available with online tournaments. This is also a high-level placement - where the advertising company will have a prime position and opportunity to deliver promotional offers to tournament players. This real time advertising feature , once developed, would allow for updated promotions and products including special coupon arrangements for seasonal shopping and products.

Statistics from Neilsen , DFC Intelligence and many others indicate that time spent by under 50’s on the internet is taking away from time they would otherwise spend watching TV. This trend is on the increase and companies that traditionally use TV as an advertising medium are looking to diversify their advertising spend. The few Grand Audience events like the Superbowl and the final of American Idol still attract huge numbers of viewers and as a consequence the price for advertising is very high. We believe that a current problem with MMOG games and other online games with respect to converting TV ad dollars to gaming ad dollars is that there is no concept of an audience – the way an advertiser wants to define it. On World of Warcraft, for example, its impossible to know who’s on when and will they be back at the same time slot tomorrow or next week. Moggle plans to develop its technology and games from the start with the ability to advertise in mind. Moggle plans to develop games in a manner that will be attractive to mainstream advertisers looking to diversify from TV and move into an online medium where they know their customers will be. Moggle believes that the concept of creating Grand Audience’s will prove very attractive to advertisers The idea of tournaments is to drive an audience together at a set time –more closely aligned to the idea of watching a TV show at a certain time and day, and remembering to be at home in time for the final of American Idol, which 35 Millions Americans did. For example – for the Grand Car Race there are many potential advertisers including; Car manufacturers; Toyota, BMW, Aston Martin, Ferrari etc., tire manufacturers, car magazines (subscription opportunities), Oil companies; Exxon, Lukoil, Shell etc., beverage and food companies, sunglasses, oil and lubricants, plus local advertisers in the cities that are driven through, and hotels and restaurants used along the way.

MMOG Subscriptions

DFC reports that worldwide online game subscription revenue is forecasted to increase from about $2.6 billion in 2006 to $6.6 billion in 2012, a 153% increase. By 2012, North America is expected to pass East Asia as the largest market for online game subscription revenue. North America is forecasted to increase from about $771 million in 2006 to $2.2 billion in 2011, a 191% increase. Japan is expected to be the fastest growing market for online game subscription revenue. Japan is forecasted to increase from about $177 million in 2006 to $807 million in 2012, a 356% increase.

Subscription revenue includes usage based fees for consumers to play a game online. They can include metered usage, monthly or even annual subscription fees. The key determinant of subscription revenue is that the consumer can no longer play the game once the subscription expires. The Platform architecture to be developed by Moggle will allow the rapid creation of MMOG’s. The emphasis of a totally online Platform will make our MMOG’s immediately available online on a worldwide basis. Moggle plans to release at least one MMOG title in 2009 and several in 2010. Moggle presently plans to sell access to the MMOGs on a year subscription basis for around $100 per player. The pricing of our MMOGs is subject to change due to a variety of factors including pricing by competitors, the acceptance of our MMOGs in the market place and other factors. Accordingly we may be required to change our subscription pricing model.

We intend to accept traditional forms of payment for subscriptions including credit cards. Moggle is aware of an aversion to credit cards in many countries outside of the US, and the likelihood of an audience of players that includes under 18’s. In effort to reach these players Moggle will also accept the following payment mechanisms and will remain flexible as new online payment options develop: Paypal (PayPal is an e-commerce business allowing payments and money transfers to be made through the Internet. It is owned by Ebay); Cellphones (Some non-US based MMOG developers have started using this mechanism. Players call a certain number each month and punch in a code to identify themselves. They then receive a subscription fee in their monthly cell phone bill. Moggle will work with the cell phone providers to establish a mutually beneficial arrangement for promotions and billing) and Game Time Cards (These work in a similar manner to a prepaid phone and can be sold in retail outlets or online. These also make excellent gifts for young players).

Moggle will pay attention to trends in online payments and will also be prepared to use a micropayment model. The concept with micropayments is that instead of signing up for a 12 month commitment to play an MMOG, the player will purchase the game for an upfront fee ( or no fee)and will play without paying for a subscription. Over time the player will be offered the opportunity to buy assets that can enhance their gameplay such as maps and weapons for small amounts ($0.50 for a shield for example). The player is not obliged to buy the assets but to excel in the game it is assumed that they will. Possible variations on this model include:

·	Retail price paid for game plus Micropayments for assets

·	Subscription Model plus Micropayments for assets

·	Free game plus Micropayements

·	Subscription or Retail for game, player can win assets by skilful gameplay

Digitally distributed and promotional products

As our MMOGs gain traction, Moggle may seek to realize revenues from the sale of digitally distributed products for use in MMOG play as well as products for use outside of the game. These may include items that make it easier for players to succeed in the game as well as branded items with respect to a particular MMOG. Additionally, Moggle will introduce promotional products both as prizes and as revenue generators. These promotional products may include; Miniature-scale character models, books and other consumer products.

Corporate Game and Media Development

We believe that our Platform will be well suited for the development of MMOs and Virtual Worlds. We are designing the Platform to incorporate proprietary technology which we intend to develop which we believe will shorten the development time of online games from the typical industry time of 12 to 36 months to less than six months. The Platform will be designed to allow MMOG developers to rapidly create, distribute, monitor and serve on a cost efficient basis, a truly web based MMOG on a worldwide basis.

We believe that our Platform will also provide a framework to allow Moggle and its licensees the ability to rapidly create and distribute games based on existing media sources such as movies, photos, books, TV shows and other sources. We believe that this will allow publishers, movie studios, and other media producers to rapidly create promotional and revenue-based games at a fraction of the time and cost currently available. We also believe that this technology will provide the ability to rapidly take successful console or PC games and repurpose them to run online with global access to players. The Platform will also be designed to provide the ability for individuals or smaller groups to create and deploy games based on their local environments including college teams, schools , workplace and other groups.

SALES AND MARKETING STRATEGY

General Marketing

Moggle’s marketing strategy follows a layered approach based upon timed introduction of our products to the market.. We will plan public relations promotional activities for Moggle including coverage in broadcast, print and online media targeting enthusiast, lifestyle and major mainstream outlets.

Lifestyle Marketing

Lifestyle marketing has been employed by many successful companies including most recently Apple. The Apple advertising campaign portrays the Mac as simple and ‘hip’ to use and the PC as cumbersome. It invites viewers to join in the ‘Mac Experience’. Many game companies focus their marketing efforts only on the hardcore gamers and often put off the more casual gamer by portraying the game as complex and difficult to get involved with unless you are already spending 50 hours a week playing games. Moggle plans to appeal to the much larger demographic of the casual user in addition to the hardcore gamer with separate marketing messages.

Influencer Targeting and Viral Marketing

We plan to increase our corporate public relations efforts by establishing relationships with leading technology consultants, business reporters, gamers and guild leaders. By attracting guild leaders to Moggle we aim to impress them with our games and in return they potentially can drive large numbers of subscribers to our games by virtue of their influence on other members of their guilds. We recognize the importance of blogging as a reporting outlet and plan to work closely with the blogging community – particularly the technology bloggers to get our tournament competitions to the forefront. We believe the interest that we can drive in Moggle with the release of our early MMOG s late in 2009 and 2010 will position Moggle well, as we plan the major promotion of our platform technology in 2010.

Generally, our marketing plan for products released will include a broad range of media including, television, print, in-theater, radio, internet advertising and promotional events. Additionally, to the extent required we will pursue support by promotional activities such as trailers, posters, pre-sell giveaways at retail stores, game kiosks at sporting and outdoor events, game demos and promotions with major consumer brands. We also plan to promote our MMOGs and Platform technology to retailers by display at select retailer specific trade shows. Additionally, we plan to conduct print and cooperative retail advertising campaigns for most titles and prepare a range of promotional sales and marketing materials to increase awareness among retailers.

Seasonality

The interactive entertainment software market is highly seasonal, with sales typically significantly higher during the third quarter of the calendar year, due primarily to the increased demand for interactive games during the year-end holiday buying season. We plan to launch promotional packs for our games around this timeframe to allow consumers to purchase a pre-paid subscription to one or more of our games for a price range of approx. $100. The pack will also include a soft gift such as a T-shirt or game play item.

Competition

The online game platform technology and MMOG industry is intensely competitive. It is characterized by the continuous introduction of new titles and the development of new technologies. The business is driven by hit titles, which requires significant investment in technology, production and marketing. Competition in the segment is also based on product quality and features, timing of product releases, brand-name recognition, access to distribution channels, and effectiveness of marketing and price.

In general, Moggle will compete in the video game market for the sale of interactive entertainment software with Sony, Microsoft and Nintendo, each a large developer and marketers of software for its own console platforms. Each of these competitors also has the financial resources to withstand significant price competition and to implement extensive advertising campaigns, particularly for prime-time television spots. In addition to the manufacturers, we will also compete with publishers and developers of interactive entertainment software, such as Activision, Atari, Electronic Arts, LucasArts, Namco, Sega, THQ, Take-Two Interactive Software, Ubisoft, and Vivendi Games. Some of our competitors are very large, diversified corporations that have begun to develop games based upon their own highly recognizable brands, and, as a result, stand to become more direct competitors. Disney Interactive Studios recently expanded its internal software game publishing efforts and Viacom has expanded its efforts in interactive entertainment software publishing.

Competition in the MMOG online game segment is also highly competitive and characterized by frequent product introductions, new business models and new platforms. Our competitors in the MMOG industry vary in size from small companies to very large companies with dominant market shares and substantial financial resources. The barriers to entry in the online games segment are significantly less onerous, due to the lack of the requirement for a specific hardware platform. The game player's personal computer and a high speed internet connection serve as the platform. As the proportion of households with a broadband connection increases, we expect new competitors to enter the market and existing competitors to allocate more resources toward developing online games. As a result, we expect competition in the online games market segment to intensify. In addition, we may face stronger competition from console game companies, such as Sony, Microsoft, Electronic Arts, Nintendo and Sega, many of which have announced their intention to expand their game services and offerings over the Internet. For example, Electronic Arts co-developed and launched “FIFA online,” a sports online game based on its best-selling package sports game franchise “FIFA” series, with Neowiz in 2006 and recently announced its investment in Neowiz and further co-development plan for a series of online games. Many of our competitors have significantly greater financial, marketing and game development resources than we have. As a result, we may not be able to devote adequate resources to develop, acquire or license new games, undertake extensive marketing campaigns, adopt aggressive pricing policies or adequately compensate our game developers to the same degree as certain of our competitors.

Our current and potential competitors in the online games market segment include major media companies, traditional video game publishing companies, and companies that specialize in online games. Competitors in the MMOG online game segment, include Electronic Arts, Jagex, Midway, NC Soft, Ankama Games, Sony and Vivendi. Hits have captured a significant percentage of overall subscribers and this trend is expected to continue. Blizzard Entertainment, a division of Vivendi is the largest competitor in the MMOG market segment with its Wizard of Warcraft game. As of April 2008, it has approximately 10,000,000 subscribers or over 62% of the total subscriber market (1), compared to second place Jagx's Runescape with 1.2 million subscribers.

The five biggest MMOG games known to us as of the date hereof are:

Game Name	Market Characteristics	Pricing	Subscribers(1)	Share(1)

World of Warcraft	Unique user experiences,	Subscription based play,	10 million	62	%
(www.worldofwarcraft.com)	user and respective teams	options include month to month
Blizzard Entertainment	can play at their own pace	pkg ($14.99 per month); 3
(division of Vivendi)		month plan ($13.99 per month);
		6 month plan ($12.99 per month)

Runescape	Ability to develop skills	Monthly subscription as low	1.2 million	7.5	%
www.runescape.com	with mini games / villains	as $5 USD per month
Jagex Ltd.	added to each quest

Lineage/Lineage II	Offers range of games so	$14 - $15 monthly fee	2.1 million	12.9	%
www.lineage.com	you are not limited to
www.lineage2.com	specific game play
Ncsoft, Inc.

Final Fantasy	Fantasy world play combining	$12.95 per month	500,000	3.1	%
www.playonline.com	magic, swords, monsters, where
Square Enix Co. Ltd.	players compete individually or
	within team environment

Dofus	Challenging game play compels	$13.95 per month	450,000	2.8	%
www.dofus.com	players to enter different
Ankama Games	universes and worlds of fantasy

----------

(1) Source:MMOGchart.com study version 23.0 released April 2008

Other successful MMOGs which we are aware of based on internet searches conducted by the Company include:

East Asia	MMOGs Lineage/Lineage II games earn $200MM/yearChina MMOGs Fantasy Westward Journey; World of Legend/Legend of Mir over $100 million a year. Virtual item games like Kart Rider booming.
Miniclip	30+ million users. Consumers: 12-24, male.
NeoPets	Claiming over 100 million accounts. Top 10 stickiest site. 80% sub-17.
Guild Wars	3 million players; retail only, free online.
Habbo Hotel	Could be first $100 mln product with digital item.
Shockwave	18 million users. Club Penguin: 2.6 million users in 1 year.
OGame	Space MMOG. 2 million players, primarily in Germany

We will face significant competition for our Platform technology and our attempts to market such technologies to third party game developers and publishers, movie studios, and other media producers. Several companies have developed, and are in the process of developing, platforms which allow third parties to rapidly create MMOG’s and contain other features of our planned Platform such as Icarus Studios LLC, Multiverse Network, Inc. and Kaneva LLC. The Company’s Platform will be in competition with these companies and others. In addition portions of the Company’s planned Platform technologies will be in competition with numerous companies that have developed and are developing 3D game engines as well as companies which provide server and back end support for MMOGs. We also will compete with online casual game and game portal companies such as Instant Action and the Social Gaming Network as well as others. Many of our competitors have significantly greater financial, marketing and game development resources than we have.

As the online game industry in many of our proposed markets is relatively new and rapidly evolving, our current or future competitors may compete more successfully as the industry matures. In particular, any of our competitors may offer products and services that have significant performance, price, creativity or other advantages over the Platform and our MMOG(s). These products and services may significantly effect the demand for the Platform and our MMOG(s), assuming it is developed. In addition, any of our current or future competitors may be acquired by, receive investments from or enter into other strategic relationships with larger, longer-established and better-financed companies and therefore obtain significantly greater financial, marketing and game licensing and development resources than we have. Increased competition in the online game industry in our markets could make it difficult for us to attract users for the Platform and our MMOG(s). If we are unable to compete effectively in our principal markets, our business, financial condition and results of operations could be materially and adversely affected.

Intellectual Property

We cannot be certain that the Platform and our MMOG(s) will not infringe upon patents, copyrights or other intellectual property rights held by third parties. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Additionally, most patent applications are kept confidential for twelve to eighteen months, or longer, and we would not be able to be aware of potentially conflicting claims that they make. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against these third party infringement claims and be diverted from devoting time to our business and operational issues, regardless of the merits of any such claim. Issues. In addition, we intend to recruit employees from other online game developers, including certain potential competitors. To the extent these employees will be used in the development of portions of the Platform and our MMOG(s) which are similar to the development in which they were involved at their former employers, we may become subject to claims that such employees or we have improperly used or disclosed trade secrets or other proprietary information. If any such claims were to arise in the future, litigation or other dispute resolution procedures might be necessary to retain our ability to offer our current and future games, which could result in substantial costs and diversion of our financial and management resources. Successful infringement or licensing claims against us may result in substantial monetary damages, which may materially disrupt the conduct of our business and have a material adverse effect on our reputation, business, financial condition and results of operations.

Government Regulation

Our business, the Platform and our MMOG(s) may subject to increasing regulation of content, consumer privacy, distribution and online hosting and delivery in the key territories in which we desire to conduct business. If we do not successfully respond to these regulations, our business may suffer. Legislation is continually being introduced that may affect both the content of MMOG(s) and their distribution as well as utilization of online game platforms. For example, data and consumer protection laws in the United States and Europe impose various restrictions on web sites. Those rules vary by territory although the Internet recognizes no geographical boundaries. Other countries, such as Germany, have adopted laws regulating content in games transmitted over the Internet that are stricter than current United States laws. In the United States, the federal and several state governments are continually considering content restrictions on products such as ours, as well as restrictions on distribution of such products. For example, recent legislation has been adopted in several states, and could be proposed at the federal level, that prohibits the sale of certain games (e.g., violent games or those with “M (Mature)” or “AO (Adults Only)” ratings) to minors. Any one or more of these factors could harm our business by limiting the proposed features we plan on incorporating into the Platform and MMOG(s), by limiting the size of the potential market for our products, and by requiring costly additional differentiation in the Platform and MMOG(s) for different territories to address varying regulations.

Internet Websites

We have secured the rights to the Internet domain name www. playmoggle.com . We do not have the financial resources to fully deploy and market this website at this time. We intend to more fully develop and market a fully functional, e-commerce website with the proceeds of this offering. Information on our website is not a part of this prospectus.

Employees

We have no other employees other than our three executive officers. Upon the successful completion of this offering, we intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus. In order to develop and create our Platform, and the technology and software needed to meet the features and goal we have set for the Platform, we will need to hire an in house development team consisting of producers, game designers, software engineers, artists, animators, scriptwriters, musicians and songwriters, sound effects and special effects experts and game testers. We intend to hire these employees with the proceeds of this offering. We may also seek to rely third party work for hire developers , artists and other personnel to supplement and support the in-house team that we will hire. We plan to use international software developers to address different technologies, languages and cultures and to provide the broadest based expertise for the online gaming markets. Management shall make the decision as to whether to use in-house or third party development resources based upon the creative and technical challenges of the area of development. We may also seek to evaluate any number of pre-market technologies that would allow Moggle to rapidly develop its main Platform technology and accelerate our time to market . If we believe such technologies would assist us in achieving our business plan we may acquire and/or license such technologies.

Property

We do not own any property, real or otherwise. Our principle offices are currently located at 111 Presidential Boulevard, Suite 212, Bala Cynwyd, Pennsylvania 19004. We occupy this office, which is leased by an affiliate of Peter Pelullo, on a rent free basis. Upon successful completion of this offering we intend to secure our own space for property located in the Bala Cynwyd or Philadelphia area to serve as our primary executive and in house Platform development offices. We may also be required to lease additional space in other areas to house portions of our development team. We have not yet identified specific locations which we may lease. Mr. Villa and Mr. Cimadamore also work from their respective offices in Switzerland and Philadelphia at no charge to our company.

We do not have any investments or interests in any real estate. Our company does not invest in real estate mortgages, nor does it invest in securities of, or interests in, persons primarily engaged in real estate activities.

Legal Proceedings

We are not a party to any pending legal proceedings, nor are we aware of any governmental authority contemplating any legal proceeding against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Board of Directors.

Number of Directors. Our board of directors currently consists of five persons. Our bylaws provide that the board of directors may consist of such number of directors as determined by the Board of Directors from time to time.

Upon the sale of the Shares we may seek to add to our board independent directors who are qualified and willing to serve on our board. Once we add a sufficient number of independent directors into our board, we will comply with Securities & Exchange Commission, stock exchange, and NASDAQ rules regarding board members, committees and other corporate governance standards. There can be no assurance that we will be successful in attracting independent directors.

Independent Directors. None of our current Directors are “independent,” as defined in rules promulgated by the Securities & Exchange Commission, NASDAQ, or various stock exchanges.

Family Relationships: There are no family relationships among our officers, directors, or persons nominated for such positions.

Committees. Our board of directors currently does not have an audit committee, compensation committee or any other committee. We are looking for a suitable candidate who meets the definition of “financial expert” and would be independent, to join our board of directors and chair our audit committee. We intend to form an audit committee, compensation committee and other committees of our Board when we recruit additional independent directors, including a financial expert and other directors with the experience necessary for audit committee membership.

Code of Ethics. We have not adopted a code of ethics applicable to our executives, as defined by applicable rules of the SEC. We intend to adopt a code of ethics after we recruit independent directors and when we do, the code will be publicly available on our web site at www.playmoggle.com. If we make any amendments to our code of ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our code of ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our web site at www.playmoggle.com or in a report on Form 8-K filed with the SEC.

Compensation for Board of Directors: Currently members of the Board of Directors do not receive compensation for their services as Board members, except for Mario Gabbrelli who receives the sum of $5,000 per month. Upon sale of the Shares in this Offering the Company may adopt a policy which will compensate existing and/or new board members . Board members may receive additional compensation for participating in the Committees. The amount of any compensation paid to board members and/or committee members will be set and approved by the board based on the Board’s review of compensation paid by companies which are similarly situated to the Company.

Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:

Directors:

Name	Age
Jo Webber, Chairman	44
Alfredo Villa	47
Peter Pelullo	56
Ernest Cimadamore	46
Mario Gabbrelli	66
Fausto Paparelli	63

Executive Officers:

Name	Age	Offices
Alfredo Villa	47	President, CEO
Ernest Cimadamore	46	CFO, Secretary
Peter Pelullo	56	Director of Corporate Development

Set forth below is a brief description of the background and business experience of our executive officers and directors.

Jo Webber Chairman of the Board since 2008

Jo Webber is an experienced software executive who has spent her career providing software technology to many corporations. She is presently the CEO of Energy Solutions, a provider of complex software solutions for the worlds’ major energy companies. Prior to joining Energy Solutions in 2006, Dr. Webber served as president and CEO of InnaPhase Corporation, a company which supplied laboratory information management systems to the pharmaceutical and biotechnology markets. When the company was sold to Thermo Electron in 2004, she became vice president of Thermo Informatics. She earned a doctorate in quantum physics and a Bachelor of Science degree in applied chemistry from the University of Nottingham Trent in the United Kingdom in 1986 and 1990respectively. Dr. Webber is a Chartered Chemist and a Fellow of the Royal Society of Chemistry. She serves on the boards of Maxwell Systems, a provider of construction accounting software applications, and Octagon Research, a clinical R&D software and services provider. Ms Webber may be deemed to be a promoter of the Company.

Alfredo Villa President, Chief Executive Officer and Board Members since 2008

Presently, Mr. Villa is a board member and partner of Gabbrielli & Associati in Milan, Italy, a financial consulting company. Mr. Villa is the principal shareholder of 3D Financial Corporation Limited, the founding shareholder of the Company. Since January 2000, Mr. Villa has been a director of Oranco, Inc., a public company which is engaged in seeking and investigating the potential acquisition of assets, properties or businesses. Mr. Villa is also a director of BrainSpark, Ltd. and Mediapolis SpA and RCF Research, Consulting & Forcasting SA. He co-founded Givigest Fiduciaria SA, a Swiss financial services company and SCF SA, a financial consulting firm offering asset management services, both of which entities were sold in 2001. He is a ‘Chartered Market Technician qualified by Market Technicians Association in New York,, as well as an authorized Financial & Commercial Fiduciary in the Swiss Canton of Ticino. Mr. Villa graduated with a degree in Economics from University of Geneva, Switzerland Mr. Villa’s career started at Banca della Svizzera Italiana as currency option dealer, and then joined Soginvest Banca (CIAL Group). Mr. Villa is also Chairman of “Fondazione Settembre Onlus” and VP of “Homes for Hope” Charities. Mr. Villa may be deemed to be a promoter of the Company.

Ernest Cimadamore Secretary and Chief Financial Officer of the Corporation since 2008

Mr. Cimadamore has over 25-years experience in the entertainment industry. Since 2003 he has been a co-owner of Pep-Soul Entertainment a Philadelphia based music and entertainment company. From 2003 through 2006 Mr. Cimadamore served as the secretary to TriMedia Entertainment Group, a publicly traded company where he was also the president of their music division. . Mr. Cimadamore has represented independent music companies in connection with multiple gold and platinum artist projects for numerous major record companies, including Atlantic, Elektra, Sony, Warner Bros. and Island. Over his 25 years in the music industry he has successfully worked in the areas of operations, distribution, promotion, sales and marketing. Mr. Cimadamore may be deemed to be a promoter of the Company.

Peter S. Pelullo Board Member and Director, Corporate Development since 2008

Peter S. Pelullo, has been an entrepreneur for the past 20 years. Mr. Pelullo is currently the principal shareholder of International Corporate Management, Inc. a private company which provides consulting services to American companies seeking to develop and/or expand their presence in the European marketplace. Mr. Pelullo is currently an owner and employee of 3D Financial Corp. Limited. He has extensive experience in the music entertainment and technology industries where he has established companies in both domestic and international markets. Mr. Pelullo has significant experience in corporate finance, strategic planning, cash flow management and international business development. Mr. Pelullo may be deemed to be a promoter of the Company.

Mario Gabbrielli Board Member since 2008

Mario Gabbrielli is the Chairman and Managing partner of Gabbrielli & Associates. He received an Economics and Business degree from the University Cattolica of Milan Mr. Gabbrielli was the Chief Financial Officer of the Olivetti and ENI Groups and the Managing Director of Agricola Finanziaria, BNI, Gestioni SGR and Investimenti SIM. He is a member of the Advisory Council of the National Association of Accounting and Financial Managers. Mr. Gabrielli is registered in the Roll of Official Auditors (Revisori Contabli) and he is an auditor of Fitch Italia SPA.

Fausto Paparelli Board Member since 2008

Mr. Paparelli served in various capacities for BSI Spa in Lugano for in excess of 30 years. BSI was founded in 1873 in Lugano as Banca della Svizzera Italiana, Presently BSI is an institution that specializes in asset management and related services for private and institutional clients. During Mr. Papareli’s employment with BSI he was responsible for the development of BSI Lugano’s foreign exchange department and established FOREX dealing desks in Lugano, Zurich, Geneva, New York and Nassau Mr. Paparelli also developed BSI Lugano’s gold trading desk and provided private banking and corporate financing services to BSI Lugano’s clients. In June 2006, Mr. Paparelli, at the age of 61, retired his position with BSI. Mr. Paparelli has served as a member of the Kommission fur Devisehandel of the Swiss Banking Association. .

Term of Office

Our Directors are appointed for an initial term of one year or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board or the Shareholders of the Company. We may have staggered terms when the number of directors increase to seven or more.

Significant Employees

We have three significant employees: Alfredo Villa, who serves as our President and CEO, Ernest Cimadamore, who serves as our CFO and Secretary and Peter Pelullo who serves as our Director of Corporate Development. We have written employment agreements with these persons, the key provisions of which are described in the Executive and Director Compensation section set forth below.

EXECUTIVE AND DIRECTOR COMPENSATION

The following table sets forth information concerning the annual and long-term compensation for services in all capacities to the Company for the period from February 11, 2008 (inception) to March 31, 2008 of the Chief Executive Officer and each other executive officer of the Company. No executive officer’s total annual salary and bonus for the period from February 11, 2008 (inception) to March 31, 2008, exceeded $100,000.

Summary Executive Compensation Table

Name and Principal Position	Period ended March 31,	Salary ($)			Stock Awards ($)	Option Awards ($)			All other Compensation ($)	Total ($)

Alfredo Villa ,President & CEO	2008		0	(1)			0	(2)		$	0
Ernest Cimadamore , CFO	2008		0	( 3)		$	8,825	(4)		$	8,825
Peter Pelullo, Director of Corporate Development	2008		0	(5)			0	(6)		$	0

Alfredo Villa

(1) In May 2008 the Company entered into three year employment agreement with Alfredo Villa as President and Chief Executive Officer (the “Villa Agreement”). The Villa Agreement provides for the payment of an annual salary to Mr. Villa of $200,000 commencing at such time as the Company raises a minimum of $5,000,000 in equity capital. Under the Villa Agreement Mr. Villa is entitled to (i) receive discretionary bonuses as declared by the Board of Directors; (ii) reimbursement of reasonable business expenses ; (iii) receive five (5) year stock options to purchase 1,000,000 shares of the Company’s common stock at a price of $.04 per share; (iv) participate in the Company’s benefit programs which are available to similarly situated employees; and (v) two (2) weeks paid vacation and two (2) days paid sick leave per calendar year. The Villa Agreement contains prohibitions on Mr. Villa competing with the Company, soliciting Company personnel and/or disclosing confidential information about the Company. The Villa Agreement also provides that all intellectual property developed and/or created by Mr. Villa while he is employed with the Company shall be the property of the Company. In the event the Company terminates Mr. Villa’s employment without cause, as defined in the Villa Agreement, the Company shall be required to pay Mr. Villa the salary required under the Villa Agreement as if he remained an employee throughout the term of the Agreement.

(2) The Black Scholes option pricing model was used to calculate the fair value of the 1,000,000 options granted under the Villa Agreement. For accounting purposes, the Company will recognize compensation expense of $71,871 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 3.3%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

Ernest Cimadamore

(3) In May 2008 the Company entered into three year employment agreement with Ernest Cimadamore as Secretary and Chief Financial Officer (the “Cimadamore Agreement”). The Cimadamore Agreement provides for the payment of an annual salary to Mr. Cimadamore of $75,000 commencing at such time as the Company raises a minimum of $5,000,000 in equity capital. Under the Cimadamore Agreement Mr. Cimadamore is entitled to (i) receive discretionary bonuses as declared by the Board of Directors; (ii) reimbursement of reasonable business expenses ; (iii) receive five (5) year stock options to purchase 500,000 shares of the Company’s common stock at a price of $.04 per share; (iv) participate in the Company’s benefit programs which are available to similarly situated employees; and (v) two (2) weeks paid vacation and two (2) days paid sick leave per calendar year. The Cimadamore Agreement contains prohibitions on Mr. Cimadamore competing with the Company, soliciting Company personnel, and/or disclosing confidential information about the Company. The Cimadamore Agreement also provides that all intellectual property developed and/or created by Mr. Cimadamore while he is employed with the Company shall be the property of the Company. In the event the Company terminates Mr. Cimadamore’s employment without cause, as defined in the Cimadamore Agreement, the Company shall be required to pay Mr. Cimadamore the salary required under the Cimadamore Agreement as if he remained an employee throughout the term of the Agreement

(4) The Black Scholes option pricing model was used to calculate the fair value of the 500,000 options granted under the Cimadamore Agreement. For accounting purposes, the Company recognized compensation expense of $8,825 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 2.5%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

Peter Pelullo.

(5) In May 2008 the Company entered into three year employment agreement with Peter Pelullo as director of corporate development (the “Pelullo Agreement”). The Pelullo Agreement provides for the payment of an annual salary to Mr. Pelullo of $180,000 commencing at such time as the Company raises a minimum of $5,000,000 in equity capital. Under the Pelullo Agreement Mr. Pelullo is entitled to (i) receive discretionary bonuses as declared by the Board of Directors; (ii) reimbursement of reasonable business expenses ; (iii) receive five (5) year stock options to purchase 2,750,000 shares of the Company’s common stock at a price of $.04 per share; (iv) participate in the Company’s benefit programs which are available to similarly situated employees; and (v) two (2) weeks paid vacation and two (2) days paid sick leave per calendar year. The Pelullo Agreement contains prohibitions on Mr. Pelullo competing with the Company, soliciting Company personnel, and/or disclosing confidential information about the Company. The Pelullo Agreement also provides that all intellectual property developed and/or created by Mr. Pelullo while he is employed with the Company shall be the property of the Company. In the event the Company terminates Mr. Pelullo’s employment without cause, as defined in the Pelullo Agreement, the Company shall be required to pay Mr. Pelullo the salary required under the Pelullo Agreement as if he remained an employee throughout the term of the Agreement

(6) The Black Scholes option pricing model was used to calculate the fair value of the 2,750,00 options granted under the Pelullo Agreement. For accounting purposes, the Company will recognize compensation expense of $197,645 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 3.3%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

Director Compensation

Name	Fees Earned as Director Period Ended March 31, 2008		Stock Awards		Option Awards			All other compensation			Total

Alfredo Villa		0		0		(1	)		(1	)	$	0
Ernest Cimadamore		0		0		(2	)		(2	)		0
Peter Pelullo		0		0		(3	)		(3	)		0
Jo Webber		0		0		(4	)		(4	)		0
Mario Gabbrielli		0		0		(5	)		(5	)		0
Fausto Paparelli		0		0		(6	)		(6	)	$	0

(1) See Notes 1 and 2 to the Executive Compensation Table set forth above.

(2) See Notes 3 and 4 to the Executive Compensation Table set forth above.

(3) See Notes 5 and 6 to the Executive Compensation Table set forth above.

(4) Effective as of March 2008, Ms. Webber entered into a three year consulting agreement with the Company (the “Webber Agreement”). The Webber Agreement provides that Ms. Webber will provide consulting services to the Company with respect to (1) analyzing and evaluating the proposed business plan of the Company (2) analyzing and evaluating the capital requirements needed to pursue the Company’s business plan; (3) evaluating potential business partnerships (4) providing advice regarding business development (5) providing advice in connection with the software and programming tasks required in order to develop the Company’s online gaming platform and games to be developed for such platform and (6) other services as requested by the Company. Under the Webber Agreement, Ms Webber received five (5) year options to purchase 3,000,000 shares of the Company’s common stock at ant exercise price on $.04 per share. Ms. Webber is entitled to reimbursement of expenses incurred in connection with her work on behalf of the Company. The Webber Agreement contains prohibitions on Ms. Webber disclosing confidential information about the Company and provides that all intellectual property developed and/or created by Ms. Webber in the course of her performing services for the Company shall be the property of the Company. The Black Scholes option pricing model was used to calculate the fair value of the 3,000,000 options granted under the Webber Agreement. For accounting purposes, the Company recognized compensation expense of $52,950 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 2.5%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

(5) In June 2008 Mr. Gabbrielli was appointed as a member of the Company’s Board of Directors. Mr. Gabriellei will receive the sum of $5,000 per month for services rendered as a Director and has been issued Options to purchase 1,250,000 shares of Common Stock of the Company. These Options have afive (5) year term and are exercisable at a price of $.04 per share. . The Black Scholes option pricing model was used to calculate the fair value of the 1,250,000 options granted to Mr. Gabbrielli. For accounting purposes, the Company will recognize compensation expense of $89,838 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 3.3%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

(6) In June 2008 Fausto Paparelli was appointed as a member of the Company’s Board of Directors. Mr. Paparelli has been issued Options to purchase 500,000 shares of Common Stock of the Company. These Options have a five (5) year term and are exercisable at a price of $.04 per share. . The Black Scholes option pricing model was used to calculate the fair value of the 500,000 options granted to Mr. Paparelli For accounting purposes, the Company will recognize compensation expense of $36,113 related to these stock options. The following assumptions were used in the fair value calculations:

Risk free rate – 3.7%

Expected term – 5 years

Expected volatility of stock 51.8%

Expected dividend yield – 0%

Outstanding Equity Awards At March 31, 2008

As of March 3, 2008, the Company adopted an Equity Incentive plan for the grant of options intended to qualify as “incentive stock options” among others. The total number of shares of common stock reserved for issuance under the plan is 25,000,000 shares subject to adjustment in the event of stock split, dividend, recapitalization or other similar capital change. The following sets forth Options issued under the plan as of March 31, 2008. All of the Options set forth below are fully vested and may be exercised at any time.

	# of Options	Exercise		Options
Name	Issued	Price	Expiration	Exercised
Jo Webber	3,000,000	$.04 per share	March 2013
Pradeep Pittycheria	1,000,000	$.04 per share	March 2013
Ernest Cimadamore	500,000	$.04 per share	March 2013
Michael Forte	250,000	$.04 per share	March 2013
Jacob Der Hagopian	3,000,000	$.04 per share	March 2013
Michele Wilde	50,000	$.04 per share	March 2013
Robert Sannelli	500,000	$.04 per share	March 2013	500,000
Anthony Collura	350,000	$.04 per share	March 2013
Louis Cambria	50,000	$.04 per share	March 2013
Jeremy Zevin	50,000	$.04 per share	March 2013

Subsequent to March 31, 2008 the Company issued 2,750,000 options to Peter Pelullo, 1,000,000 options to Alfredo Villa, 1,250,000 options to Mario Gabbrielli and 500,000 options to Fausto Paparelli. These Options are exercisable at a price of $.04 per share, expire in June 2013 and are fully vested. In addition, in June 2008, the Company issued to Dott. Paulito Boaretto options to purchase 250,000. These options expire in June 2013. Dott. Boaretto’s options were issued in connection with a Consulting Agreement pursuant to which Dott. Boaretto agreed to serve as a financial consultant to the Company.

As at March 31, 2008 and June 26, 2008, a total of 8,750,000 and 14,000,000 options respectively were outstanding under the Equity Incentive plan. 500,000 previously issued Option have been exercised. As of June 24, 2008 the balance of available options for further issuance was 10,500,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the shares of the Common Stock (the only class of shares issued by the Company) as of June 26, 2008 , by (i) each person known by the Company to be the beneficial owner of more than five percent of the Company’s outstanding shares of Common Stock, (ii) each director of the Company, (iii) the executive officers of the Company, and (iv) by all directors and executive officers of the Company as a group, prior to and upon completion of this Offering. Each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by such person. For purposes of this table, ‘‘beneficial ownership’’ is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have ‘‘beneficial ownership’’ of any common shares that such person has the right to acquire within 60 days after the date of this prospectus. For purposes of computing the percentage of outstanding Moggle, Inc. common shares held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days after the date of this prospectus are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person . Accordingly all percentages are calculated based upon a total number of 33,285,716 shares of Common Stock outstanding as of June 26, 2008, plus, in the case of the individual or entity for which the calculation is made, that number of options or warrants owned by such individual or entity that are currently exercisable or exercisable within 60 days. Unless otherwise indicated the mailing address for each person in the table is the Company’s address.

	Amount and	Percentage of	Percentage Outstanding
	Nature of	Outstanding	After Offering
Name and Address of Beneficial Owner	Beneficial Owner	Common stock	Assuming Maximum Sold

3D Financial Corp Limited (1)
3/Floor 228 Queen’s Road East
Wanchai, Hong Kong	2,500,000	7.5	5.5

Peter Pelullo (2)	6,850,000	17.9	13.7

Alfredo Villa (3)	5,100,000	14	10.5

Jo Webber (4)	7,100,000	18.5	14.1

Ernest Cimadamore (5)	500,000	1.5	1.1

Capital Growth Trust (6)
29 Otis Street
Cambridge, MA 02141	3,000,000	8.5	6.3

John Tripodi (7)
2300 S. 22 nd Street
Philadelphia, PA 19145	5,185,716	14.2	10.7

Mario Gabbrielli (8)
Via Angelo Bassini AS
I-24128 Bergamo	1,250,000	3.6	2.7

Jacob Der Hagopian (9)
PO Box 354
Moorestown, NJ 08057	3,000,000	8.3	6.2

Pradeep Ittycheria (10)
14018 Fallon Heights Drive
Cypress, TX 77429	2,714,287	7.7	5.7

EFM Associates (11)
2016 Waterloo Road
Berwyn, PA 19312	3,000,000	8.5	6.3

Allevamento Cristal Sel (12) Via Novara 31 20151 Milano	2,500,000	7.5	5.5

Fausto Paparelli (13) Carasole 6535 Roveredo (GR) Switzerland	500,000	1.5	1.1

All Executive Officers Directors as a Group (14)	21,300,000	43.8	35.2

__________________________

(1) 3D Financial Corp Limited (“3D”) is owned Alfredo Villa and Peter Pelullo. Does not reflect securities owned by Messrs. Villa and Pelullo individually.

(2) Includes 2,000,000 shares of Common Stock, 2,000,000 shares underlying warrants exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at $.75 per share and 2,750,000 shares underlying options exercisable at $.04 per share. Does not reflect 2,500,000 shares owned by 3D.

(3) Includes 2,000,000 shares of Common Stock, 2,000,000 shares underlying warrants exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at $.75 per share and 1,000,000 shares underlying options exercisable at $.04 per share. Does not reflect 2,500,000 shares owned by 3D.

(4) Includes 2,000,000 shares of Common Stock, 2,000,000 shares underlying warrants exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at $.75 per share and 3,000,000 shares underlying options exercisable at $.04 per share.

(5) Reflects 500,000 shares underlying options exercisable at $.04 per share.

(6) Includes 1,000,000 shares of Common Stock, 2,000,000 shares underlying warrants exercisable at $.04 per share. . The trustee of Capital Growth Trust is Vicki Appel.

(7) Includes 2,000,001 shares of Common Stock, 3,142,858 shares underlying warrants exercisable at $.04 per share, and 42,857 shares underlying warrants exercisable at $.75 per share.

(8) Reflects 1,250,000 shares underlying options exercisable at $.04 per share.

(9) Reflects 3,000,000 shares underlying options exercisable at $.04 per share.

(10) Includes 571,429 shares of Common Stock, 1,142,858 shares underlying warrants exercisable at $.04 per share and 1,000,000 shares underlying options exercisable at $.04 per share.

(11) Includes 1,000,000 shares of Common Stock, and 2,000,000 shares underlying warrants exercisable at $.04 per share. EFM Associates is controlled by Gary McCarthy, Herb Fineberg and Bernard Eisen..

(12) Allevamento Cristal Sel is controlled by Cristina Uccelli. Mrs. Ucelli also controls NADAV BV, a company that owns 1,600,000 shares of Common Stock of the Company, which shares are not included in the above table.

(13) Reflects 500,000 shares underlying options exercisable at $.04 per share.

(14) Includes securities owned by Alfredo Villa, Jo Webber, Peter Pelullo, Ernest Cimadamore ,Mario Gabbrelli and Fausto Paparelli. Does not reflect 2,500,000 shares owned by 3D.

2008 Equity Incentive Plan

We adopted our 2008 Stock Option Plan as of March 3, 2008. The 2008 plan provides for the grant of options intended to qualify as “incentive stock options,” and options that are not intended to so qualify or “nonstatutory stock options”. The total number of shares of common stock reserved for issuance under the 2008 plan is 25,000,000 shares, subject to adjustment in the event of stock split, stock dividend, recapitalization or similar capital change. At March 31, 2008 and June 26, 2008 options to purchase 8,750,000 and 14,000,000 shares of our common stock respectively were outstanding under the 2008 plan.

The plan is administered by our Board of Directors, which selects the eligible persons to whom options or stock awards shall be granted, determines the number of shares subject to each option or stock award, the exercise price therefore and the periods during which options are exercisable, interprets the provisions of the 2008 plan and, subject to certain limitations, may amend the 2008 plan. Each option or stock award the grantee. Grants may be made under the 2008 plan to employees (including officers) and directors of the Company as well as to certain consultants and advisors.

The exercise price for incentive stock options granted under the 2008 plan is required to be no less than the fair market value of the common stock on the date the option is granted, except for options granted to 10% stockholders, which are required to have an exercise price of not less than 110% of the fair market value of the common stock on the date the option is granted. Incentive stock options granted under the 2008 plan have a maximum term of 10 years, except for option grants to 10% stockholders, which are subject to a maximum term of 5 years. Non-statutory stock options granted under the 2008 plan have a term determined by the Board of Directors.

Reports to Stockholders

We intend to furnish our stockholders with annual reports containing audited financial statements as soon as practical after the end of each fiscal year. Our fiscal year ends December 31.

Transfer Agent

We intend to appoint a transfer agent for our common stock before this registration statement becomes effective.

CERTAIN RELATIONSHIPS AND INTERESTED TRANSACTIONS

In connection with the formation of the Company, 3D Financial Corporation, Ltd. (“3D”) purchased 19,000,000 shares of the Company’s common stock for an aggregate price of $19,000. 3D is a Hong Kong based company which is owned by Alfredo Villa, the Company’s President, Chief Financial Officer and a Director and Peter Pelullo, the Company’s director of Corporate development and a Board member. Subsequently 3D transferred a total of 16,500,000 shares to other parties.

During the period from the Company’s formation through June 26, 2008 Alfredo Villa individually purchased, for an aggregate purchase price of $70,000, 2,000,000 shares of the Company’s common stock , warrants to purchase 2,000,000 additional shares of Common Stock exercisable at a price of $.04 per share and warrants to purchase 100,000 shares at a price of $.75 per share.

During the period from the Company’s formation through June 26, 2008 Peter Pelullo individually purchased, for an aggregate purchase price of $70,000, 2,000,000 shares of the Company’s common stock , warrants to purchase 2,000,000 additional shares of Common Stock exercisable at a price of $.04 per share and warrants to purchase 100,000 shares at a price of $.75 per share.

During the period from the Company’s formation through June 26, 2008 Jo Webber, the Chairman of the Board of the Company and a consultant to the Company, individually purchased, for an aggregate purchase price of $70,000, 2,000,000 shares of the Company’s common stock , warrants to purchase 2,000,000 additional shares of Common Stock exercisable at a price of $.04 per share and warrants to purchase 100,000 shares at a price of $.75 per share.

Alfredo Villa, Ernest Cimadamore and Peter Pelullo have entered into employment agreements with the Company as the Company’s President and Chief Executive Officer, Secretary and Chief Financial Officer and Director of Corporate Development, respectively. The material terms of these employment agreements are described in the Executive and Director Compensation section of this Prospectus. Jo Webber has entered into a consulting agreement with the Company, the material terms of which are described in the Executive and Director Compensation section of this Prospectus.

As detailed in the Executive and Director Compensation section of this prospectus, the Company has issued options to its officers and directors to purchase an aggregate of 9,000,000 shares of t\he Company’s Common Stock.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 150,000,000 shares of Common Stock, with a par value of $0.0001 per share and 2,000,0000 shares of preferred stock with a par value of $0.0001 per share . As of June 26, 2008 there were 33,285,716 shares of our Common Stock issued and outstanding. As of June 26, 2008 there were warrants to purchase an additional 14,950,002 shares of common stock outstanding and options to purchase an additional 14,000,000 shares of common stock outstanding. Accordingly assuming all outstanding warrants and options were exercised as of June 26, 2008, the Company would have outstanding 62,235,718 shares. No preferred stock has been issued. As of June 26, 2008 our shares are held by 23 stockholders of record.

Common Stock

Our Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our Common Stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of our Common Stock that are present in person or represented by proxy. Holders of our Common Stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

The holders of shares of our Common Stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Upon liquidation, dissolution or winding up, the holders of shares of our Common Stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our Common Stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our Common Stock.

Preferred Stock

No shares of our preferred stock are outstanding as of the date of this prospectus .Our board of directors is empowered, to cause up to 2,000,000 shares of our preferred stock to be issued from time to time in one or more series, with the numbers of shares of each series and the designations, preferences and relative, participating, optional, dividend and other special rights of the shares of each such series and the qualifications, limitations, restrictions, conditions and other characteristics thereof as fixed by our board of directors. Among the specific matters that may be determined by our board of directors are:

the designation of each series;

the number of shares of each series;

the rate of dividends, if any;

whether dividends, if any, will be cumulative or noncumulative;

the terms of redemption, if any;

the rights of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

rights and terms of conversion or exchange, if any;

restrictions on the issuance of shares of the same series or any other series, if any; and

voting rights, if any.

We have no present plans to issue any shares of preferred stock. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change in control of us or the removal of our existing management.

Dividend Policy

Share Purchase Warrants

Prior to this offering, we have issued warrants to purchase an aggregate of 14,950,002 shares of our Common Stock. These warrants include warrants exercisable for the purchase of 14,285,716 shares of Common stock have an exercise price of $.04 per share and expire in 2011 and warrants for the purchase of 664,286 shares of Common Stock have an exercise price of $.75 per share and expire in 2011.

Options

As of June 26, 2008 we have outstanding options to purchase 14,000,000 shares of our Common Stock. 13,750,000 of these Options are exercisable at $.04 per share and 250,000 are exercisable at $.75 per share. All of the Options expire in 2013 and were issued in accordance with the terms of our 2008 Equity Incentive Plan. Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our Common Stock or any rights convertible or exchangeable into shares of our Common Stock other than the warrants and options described above.

Delaware Anti-Takeover Laws

At such time as we are listed on the Over-the counter Bulletin Board, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prohibits, subject to exceptions, publicly-traded Delaware corporations from engaging in a business combination, which includes a merger or sale of more than 10% of the corporation’s assets, with any interested stockholder. An interested stockholder is generally defined as a person who, with its affiliates and associates, owns or, within three years before the time of determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities. This prohibition does not apply if: the transaction is approved by the board of directors before the time the interested stockholder attained that status; upon the closing of the transaction that resulted in the stockholder becoming an interest stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the start of the transaction; or at or after the time the stockholder became an interested stockholder, the business combination is approved by the board and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

A Delaware corporation may opt out of this provision with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from an amendment approved by at least a majority of the outstanding voting shares. However, we have not opted out of this provision. This provision of the Delaware General Corporation Law could prohibit or delay a merger or other takeover or change-in-control attempts and may discourage attempts to acquire us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no public or other market for our Shares, and we can not guarantee that any such market will develop in the foreseeable future. We do not intend to apply to list our Common Stock on any securities exchange. We intend to engage one or more registered broker-dealers to file an application with the NASD on our behalf so as to be able to quote the shares of our Common Stock on the over-the-counter bulletin board (the “OTCBB”) maintained by the NASD. As of the date of this prospectus, we have not identified any such broker-dealers and are not in negotiations with any. There can be no assurance that any such broker-dealer will ever file such an application. We are not permitted to file such application on our own behalf, and we are not aware of any broker-dealer intending to file such an application. Accordingly, purchasers of our Shares may never be able to liquidate their investment.

PLAN OF DISTRIBUTION

This offering relates to the sale of up to 12,000,000 Shares at the offering price of $1.00 per Unit in a “best-efforts” direct public offering, without any involvement of underwriters, broker dealers, selling agents or finders. The Shares will be offered and sold by our employees. None of these persons will receive a sales commission or any other form of compensation for this offering. In connection with their efforts, our employees will rely on the safe harbor provisions of Rule 3a4-1 of the Securities Exchange Act of 1934. Generally speaking, Rule 3a4-1 provides an exemption from the broker/dealer registration requirements of the Securities Exchange Act of 1934 for persons associated with an issuer provided that they meet certain requirements. No one has made any commitment to purchase any or all of the Shares being offered. Rather, our executive officers will use their best efforts to find purchasers for the Shares. We are not required to sell any minimum number of Shares in this offering. Funds received from investors will not be placed in an escrow, trust or similar account. Instead, all cleared funds will be immediately available to us following their deposit into our bank account, and there will be no refunds once a subscription for Shares are accepted. We cannot predict how many Shares, if any, will be sold.

We also may retain licensed broker/dealers, placement agents or, finders, where permitted by law, to assist us in the offering and selling of the Shares outside of the United States. At this time we do not have any commitments, agreements, or understandings with any broker/dealers, placement agents or finders. If we elect to utilize broker dealers, placement agents and/or finders for sale of the Shares in the United States we will amend this Prospectus. We have prepared this prospectus as if we were using broker/dealers, placement agents and/or finders to assist us with this offering and that all Shares will be sold outside of the United States, and have assumed that such persons will receive a commission of 13% on the sale of every Share sold and one warrant to purchase a share of common stock at a price of $1.10 per share for every ten Shares sold by such broker dealer, placement agent and/or finder in this offering. To the extent that we are able to sell the Shares directly through our officers, the proceeds receivable from this offering will be correspondingly higher.

This offering will terminate 12 months after the effective date of this prospectus, unless the offering is fully subscribed before that date or we decide to close the offering prior to that date. In either event, the offering may be closed without further notice to you. All costs associated with the registration will be borne by us.

We have not authorized any person to give any information or to make any representations in connection with this offering other than those contained in this prospectus and if given or made, that information or representation must not be relied on as having been authorized by us. This prospectus is not an offer to sell or a solicitation of an offer to buy any of the securities to any person in any jurisdiction in which that offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances, create any implication that the information in this prospectus is correct as of any date later than the date of this prospectus. Purchasers of share either in this offering or in any subsequent trading market that may develop must be residents of states in which the securities are registered or exempt from registration. Some of the exemptions are self-executing, that is to say that there are no notice or filing requirements, and compliance with the conditions of the exemption renders the exemption applicable.

Prior to the date of this prospectus, there has not been any established trading market for our Common Stock. We intend promptly to seek a market maker to sponsor our Common Stock on the OTC Bulletin Board. No market maker has yet undertaken to do so, and there can be no assurance that any market maker will make such an application or if a market does develop for our Common Stock, as to the prices at which the our Common Stock will trade, if at all. Until our Common Stock is fully distributed and an orderly market develops, if ever, the price at which it trades may fluctuate significantly. Prices for our Common Stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our shares, developments affecting our businesses generally, including the impact of the factors referred to in “RISK FACTORS” above, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for our shares.

Shares of Common Stock distributed to our stockholders will be freely transferable, except for shares of our Common Stock received by persons who may be deemed to be “affiliates” of the Company under the Securities Act. Persons who may be deemed to be affiliates of the Company generally include individuals or entities that control, are controlled by or are under common control with us, and may include our senior officers and directors, as well as principal stockholders. Persons who are affiliates will be permitted to sell their shares of Common Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Section 4(1) of the Securities Act or Rule 144 adopted under the Securities Act.

Penny Stock Regulations

Our Common Stock will be considered a “penny stock” as defined by Section 3(a)(51) and Rule 3a51-1 under the Securities Exchange Act of 1934. A penny stock is any stock that:

•	sells for less than $5 a share,
•	is not listed on an exchange, and
•	is not a stock of a “substantial issuer.”

We are not now a “substantial issuer” and cannot become one until we have net tangible assets of at least $5 million, which we do not now have.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The above-referenced requirements may create a lack of liquidity, making trading difficult or impossible, and accordingly, shareholders may find it difficult to dispose of our shares.

State Securities – Blue Sky Laws

Transfer of our Common Stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our Common Stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the Common Stock for an indefinite period of time.

We intend to apply for listing in a nationally recognized securities manual which, once published, will provide us with “manual” exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.” There can be no assurance that such a listing will be accepted.

Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a Standard and Poor’s Corporate Manual or another acceptable manual, secondary trading of our Common Stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

We may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders

LEGAL PROCEEDINGS

We are not a party to any pending litigation and, to the best of our knowledge, none is threatened or anticipated.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the period from February11, 2008 (inception) to March 31, 2008, there were no disagreements between the Company and our independent public accounting firm, Morison & Cogen, as to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of our auditors, would have caused to make reference in their reports on the financial statements for such year(s) to the subject matter of the disagreement.

LEGAL MATTERS

The validity of the securities being offered by this prospectus have been passed upon for us by McManus, Collura & Richter, P.C., New York, New York. Anthony M. Collura, a partner in McManus, Collura & Richter, P.C. was issued options, expiring n 2011, to purchase an aggregate of 350,000 shares of Common Stock at an exercise price of $.04 per share pursuant to the terms of a consulting agreement with the Company.

EXPERTS

The consolidated balance sheet as of March 31, 2008 and the related consolidated statements of operations, changes in stockholders’ equity (deficiency) and cash flows for the period from February 11, 2008 (inception) through March 31, 2008 included in this Registration Statement on Form S-1 have been so included in reliance on the report of Morison Cogen, LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly, and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov/. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Financial Statements

March 31, 2008

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

CONTENTS

								PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM								F-1

BALANCE SHEET								F-2

STATEMENT OF OPERATIONS								F-3

STATEMENT OF STOCKHOLDERS' DEFICIT								F-4

STATEMENT OF CASH FLOWS								F-5

NOTES TO FINANCIAL STATEMENTS								F-6 - F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Philadelphia, Pennsylvania

We have audited the accompanying balance sheet of Moggle, Inc. (formerly Chimera International Group, Inc.) (a development stage company) as of March 31, 2008, and the related statement of operations, changes in stockholders' deficit and cash flows for period from February 11,2008 (date of inception) to March 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Moggle, Inc. (a development stage company) as of March 31, 2008 and the results of its operations and its cash flows for the period February 11, 2008 (date of inception) to March 31, 2008, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MORISON COGEN LLP

Bala Cynwyd, Pennsylvania

June 9, 2008 except for the last two paragraphs of

Note 7, as to which the date is June 23, 2008

F-1

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Balance Sheet

March 31, 2008

	ASSETS

CURRENT ASSETS
	Cash and cash equivalents	$	147,178
	Subscription receivable		35,000
	Prepaid legal expenses		33,334

TOTAL ASSETS		$	215,512

	LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
	Accounts payable and accrued expenses	$	4,131

TOTAL CURRENT LIABILITIES			4,131

STOCKHOLDERS' DEFICIT

	Preferred stock, $.0001 par value; 2,000,000 shares authorized;
	none issued and outstanding at March 31, 2008		-

	Common stock, $ .0001 par value; 150,000,000 shares authorized;
	25,142,858 shares issued and oustanding at March 31, 2008		2,514

	Common stock subscribed		35,000

	Additional paid in capital		314,414

	Deficit accumulated during the development stage		(140,547	)

STOCKHOLDERS' DEFICIT			211,381

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	215,512

The accompanying notes are an integral part of these financial statements.

F-2

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Statements of Operations

For the Period February 11, 2008 (Date of Inception) to March 31, 2008

SALES	$	-

OPERATING EXPENSES
General and administrative		16,088
Consulting		81,603
Professional fees		16,666
Travel		26,190
Total operating expenses		140,547

NET LOSS	$	(140,547	)

BASIC AND DILUTED NET LOSS PER
COMMON SHARE	$	(0.01	)

BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING		19,076,250

The accompanying notes are an integral part of these financial statements.

F-3

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Statements of Changes in Stockholders’ Deficit

For the Period February 11, 2008 (Date of Inception) March 31, 2008

									Deficit
	Common								Accumulated
	Stock						Additional		During the
	Number of				Common Stock		Paid-In		Development
	Shares		Amount		Subscribed		Capital		Stage			Total

Issuance of initial 19,000,000 shares on February 11, 2008		19,000,000	$	1,900	$	-	$	17,100	$	-		$	19,000
Issuance of shares of common stock		6,142,858		614		-		214,386		-			215,000
Common stock subscribed		-		-		35,000							35,000
Fair value of employee stock option grants		-		-		-		8,825		-			8,825
Fair value of non-employee stock option grants		-		-		-		74,103					74,103
Net loss		-		-		-		-		(140,547	)		(140,547	)

Balance, March 31, 2008		25,142,858	$	2,514	$	35,000	$	314,414	$	(140,547	)	$	211,381

The accompanying notes are an integral part of these financial statements.

F-4

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the Period February 11, 2008 (Date of Inception) to March 31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(140,547	)
Adjustments to reconcile net loss to net cash
used in operating activities
Fair value of options issued in exchange for services		82,928
Increase in assets
Prepaid expenses		(33,334	)
Increase in liabilities
Accounts payable and accrued expenses		4,131

Net cash used in operating activities		(86,822	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		234,000

Net cash provided by financing activities		234,000

NET DECREASE IN CASH AND
CASH EQUIVALENTS		147,178

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		-

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	147,178

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:

Common stock subscribed	$	35,000

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

The company is a development stage enterprise incorporated in the state of Delaware on February 11, 2008. Since inception, substantially all of the efforts of the company have been developing technologies for multiplayer online role playing games. The company is in the development stage of raising capital, financial planning, establishing sources of supply, and acquiring property, plant and equipment. The company anticipates establishing global markets for its technologies.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Comprehensive Income

The company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130, “Reporting Comprehensive Income.” Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the company has no items of other comprehensive income, comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, receivables and accounts payable. The carrying values of cash, receivables and accounts payable approximate fair value, because of their short maturities.

Concentration of Credit Risk Involving Cash

The Company has deposits with a financial institution which at times exceed Federal Depository Insurance limits. This financial institution has a strong credit rating and management believes that credit risk related to these deposits is minimal.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents.

Revenue Recognition

In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition , the Company will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectibility of the sales revenues is reasonably assured. Subject to these criteria, the Company will generally recognize revenue from the sale of role playing games when shipped.

Income Taxes

The Company follows SFAS No. 109, “Accounting for Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

F-6

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share

The Company follows SFAS No. 128, “Earnings Per Share” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the period from February 11, 2008 (inception) to March 31, 2008, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

Start-up Costs

In accordance with Statement of Position 98-5, Reporting on the Costs of Start-up Activities, start-up costs are expensed as incurred.

Recently Issued Pronouncements

F-7

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The company has incurred significant losses and experienced negative cash flow during the development stage. These conditions raise substantial doubt about the company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The company is in the development stage at March 31, 2008. Successful completion of the company’s development program and, ultimately the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the company’s cost structure. However, there can be no assurances that the company will be able to secure additional equity investment or achieve an adequate sales level.

NOTE 3 – INCOME TAXES

Under the provisions of SFAS No. 109, “Accounting for Income Taxes,” an entity recognizes deferred tax assets and liabilities for future tax consequences or events that have been previously recognized in the company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law. The effects of future changes in tax laws or rates are not anticipated.

At March 31, 2008, the company has a net operating loss (“NOL”) that approximates $135,000. Consequently, the company may have NOL carry forwards available for federal income tax purposes, which would begin to expire in 2028. Deferred tax assets would arise from the recognition of anticipated utilization of these net operating losses to offset future taxable income.

Finally, valuation allowances are provided against both deferred tax assets and liabilities in assessing the likelihood of ultimate realization of the deferred tax consequence or benefit.

The income tax benefit (provision) consists of the following:

	February 11, 2008
	(Inception) to
	March 31,
	2008


Current	$	-
Deferred		58,000
Change in valuation allowance		(58,000	)

	$	-

F-8

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 3 – INCOME TAXES (Continued)

The following is a reconciliation of the tax derived by applying the U.S. Federal Statutory Rate of 35% to the earnings before income taxes and comparing that to the recorded tax provisions.

	March 31, 2008
	Amount			%
U.S federal income tax benefit at
Federal statutory rate	$	(49,000	)		(35	)
State tax, net of federal tax effect		(9,000	)		(6	)
Change in valuation allowance		58,000			41

	$	-			-

The primary components of the Company’s March 31, 2008 deferred tax assets, liabilities and the related valuation allowances are as follows:

	March 31,
	2008

Deferred tax asset for NOL carryforwards	$	24,000
Deferred tax asset for non deductible options		34,000
Valuation allowance		(58,000	)

	$	-

Management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The company adopted SFAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“ FIN 48”), which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information. The adoption of FIN 48 did not have a material impact on the company’s financial position, results of operations, or cash flows.

The company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of February 11, 2008 (inception), the company had no unrecognized tax benefits, and accordingly, did not recognize any interest or penalties during 2008 related to unrecognized tax benefits.

The company will file U.S. income tax returns and state tax returns. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2008 and thereafter will be subject to examination by the relevant taxing authorities.

F-9

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 4 – COMMON STOCK

In February 2008, the company issued 19,000,000 founders shares at $.001 per share.

In February 2008, the company commenced a private placement of up to 7 million units at a price of $.035 per unit to accredited investors. One unit consists of one share of the company’s common stock and two warrants. Each warrant entitles the holder to purchase one additional share of common stock at a price of $.04 per share and is exercisable for a two year period. During February and March 2008, 6,142,858 units were sold, raising $234,000 in proceeds and resulting in 12,285,716 warrants being issued.

NOTE 5 – STOCK OPTIONS AND WARRANTS

During 2008, the Board of Directors (“Board”) of the company adopted an Equity Incentive Plan (“Plan”). Under the Plan, the company is authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the company. The Plan is intended to permit stock options granted to employees under the Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2008, 8,750,000 options have been issued and are unexercised, and 16,250,000 options that are available to be issued under the Plan.

The Plan is administered by the Board, which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the terms of the Plan.

In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the company).

The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 2.5% and expected option life of 5 years. For the period from February 11, 2008 (Date of Inception) through March 31, 2008, the Company expensed $8,825 relative to employee options granted. As of March 31, 2008, there was no unrecognized compensation expense related to non-vested market-based share awards.

F-10

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 5 – STOCK OPTIONS AND WARRANTS (Continued)

A summary of incentive stock option transactions for employees from February 11, 2008 (date of inception) to March 31, 2008 is as follows:

					Weighted Average
	Option		Exercise		Exercise
	Shares		Price		Price
Outstanding, February 11, 2008 (Date of Inception)		-		-	$	-

Granted		500,000	$	0.04	$	0.04
Exercised		-		-		-
Expired		-		-		-

Outstanding, March 31, 2008		500,000	$	0.04	$	0.04

Exercisable, March 31, 2008		500,000	$	0.04	$	0.04

Weighted Average Remaining Life,
Exercisable, March 31, 2008 (years)		4.9

The company issued incentive stock options to non-employees. The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 2.5% and expected option life of 5 years. The options expire five years from the date of issuance. The warrants, issued as part of the units, expire two years from the date of issuance. Options granted under the agreements are expensed when the related service or product is provided. For the period from February 11, 2008 (Date of Inception) through March 31, 2008, the company expensed $74,103 relative to non-employee options granted. As of March 31, 2008, there was $71,261 of unrecognized expense related to options of non-employees which will be recognized over the terms of the agreements through October 2009.

F-11

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 5 – STOCK OPTIONS AND WARRANTS (Continued)

The following table summarizes non-employee stock option/warrant activity of the Company since February 11, 2008 (Date of Inception):

					Weighted Average
	Option/Warrant		Exercise		Exercise
	Shares		Price		Price
Outstanding, February 11, 2008 (Date of Inception)		-		-	$	-

Granted		20,535,716	$	0.04	$	0.04
Exercised		-		-		-
Expired		-		-		-

Outstanding, March 31, 2008		20,535,716	$	0.04	$	0.04

Exercisable, March 31, 2008		20,535,716	$	0.04	$	0.04

Weighted Average Remaining Life,
Exercisable, March 31, 2008 (years)		3.1

NOTE 6 – RELATED PARTY TRANSACTIONS

From inception, the Company has utilized offices leased by affiliates of certain of the Company’s board members without charge. There are no commitments for any operating or capital leases for executive or corporate offices.

During the period from February 11, 2008 (inception) to March 31, 2008, a director of the Company advanced expenses on behalf of the Company in connection with research of the Company’s business plans and the implementation of the Company’s business plans totaling $23,520. Prior to March 31, 2008, the director was reimbursed $18,418 and subsequent to March 31, 2008 the Company reimbursed the director $5,102, for these expenses.

NOTE 7 – SUBSEQUENT EVENTS

On April 4, 2008, the Company changed its name from Chimera International Group, Inc. to Moggle, Inc.

On April 17, 2008, the subscription receivable of $35,000 was received and resulted in 1,000,000 shares being issued and 2,000,000 warrants being issued.

In May 2008, 500,000 options were exercised, which raised proceeds of $20,000.

On May 27, 2008, the company commenced a private placement of up to 6 million units at a price of $.035 per unit to accredited investors. One unit consists of one share of the company’s common stock and one warrant. Ten of these warrants entitle the holder to purchase one additional share of common stock at a price of $.75 per share and is exercisable for a two year period. Subsequent to March 31, 2008, 6,642,858 units were sold, raising $215,000 in proceeds and resulting in 614,286 warrants being issued.

F-12

Moggle, Inc.

(formerly Chimera International Group, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 7 – SUBSEQUENT EVENTS (Continued)

On May 31, 2008, the Form D, Notice of Sale of Securities Pursuant to Regulation D, Section 4(6) and/or Uniform Limited Offering Exemption , was amended to resolve the over subscriptions in the two private placements.

The Company entered into an employment agreement with its President and Chief Executive Officer. The agreement expires in 2011. The agreement calls for a base salary of $200,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments. The President and Chief Executive Officer was also issued 1,000,000 options, which were valued at $71,871 and will be expensed immediately. The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

The Company has entered into an employment agreement with its Secretary and Chief Financial Officer. The agreement expires in 2011. The agreement calls for a base salary of $75,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

The Company has entered into an employment agreement with its Director of Corporate Development. The agreement expires in 2011. The agreement calls for a base salary of $180,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments. The Director of Corporate Development was also issued 2,750,000 options, which were valued at $197,645 and will be expensed immediately. The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

The Company has entered into an agreement with a member of the Company’s Board of Directors. The member of the Board of Directors is to receive $5,000 per month and has been issued 1,250,000 options, which were valued at $89,838 and will be expensed immediately. The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

On June 19, 2008, 500,000 units were sold raising $17,500 and resulting in 50,000 warrants being issued. In addition 250,000 options were issued to this investor, under a consulting agreement, expiring October 31, 2009, which were valued at $1,555 and will be expensed over the term of the agreement. The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.7% and expected option life of 5 years. The options expire five years from the date of issuance.

On June 23, 2008, 500,000 options were issued to a member of the Board of Directors, which were valued at $36,113 and will be expensed immediately . The company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.7% and expected option life of 5 years. The options expire five years from the date of issuance.

F-13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses Of Issuance And Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commission, paid or to be paid by the registrant in connection with the sale of the Shares of Common Stock being registered hereby. All amounts shown, except the Securities and Exchange Commission registration fee, are estimates.

Expense	Amount *

Registration Fee	$	471.60
Cost of printing and Engraving	$	10,000
Legal fees & expenses	$	75,000
Accounting fees & expenses	$	25,000
Edgar Filing preparation & fees	$	3,000
Transfer Agent fees	$	5,000
Miscellaneous	$	6,528.40
Total	$	125,000.00

Item 14. Indemnification Of Directors And Officers

Our certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended.

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. We believe that these provisions and agreements are necessary to attract qualified directors. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We intend to purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and officers.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 15. Recent Sales Of Unregistered Securities.

Since our inception in February 2008 , the Registrant has issued the following shares of Common Stock ,Common Stock purchase Warrants and Options to purchase our Common Stock as follows:

On February 11, 2008 the Company issued 19,000,000 shares of Common Stock to 3D Financial Corp. for an aggregate purchase price of $19,000.00.

On February 27, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 shares of Common Stock exercisable at $.04 per share to Peter Pelullo for an aggregate purchase price of $35,000.00.

On February 28, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 shares of Common Stock exercisable at $.04 per share to Jo Webber for an aggregate purchase price of $35,000.00.

On March 5, 2008 the Company issued 1,571,429 shares of Common Stock and Warrants to purchase an additional 3,142,858 shares of Common Stock exercisable at $.04 per share to John Tripodi for an aggregate purchase price of $55,000.00.

On March 12, 2008 the Company issued 571,429 shares of Common Stock and Warrants to purchase an additional 1,142,858 shares of Common Stock exercisable at $.04 per share to Pradeep Ittycheria for an aggregate purchase price of $20,000.00.

On March 13, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 shares of Common Stock exercisable at $.04 per share to EFM, Associates for an aggregate purchase price of $35,000.00.

On March 13, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 shares of Common Stock exercisable at $.04 per share to Capital Growth Trust for an aggregate purchase price of $35,000.00.

On April 17, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 of shares Common Stock exercisable at $.04 per share to Alfredo Villa for an aggregate purchase price of $35,000.00.

On May 8, 2008 the Company issued 500,000 of Common Stock to Robert Sannelli upon his exercise of Options for a total purchase price of $20,000.00.

On June 2, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 100,000 shares of Common Stock exercisable at $.75 per share to Jo Webber for an aggregate purchase price of $35,000.00.

On June 5, 2008 the Company issued 428,572 shares of Common Stock and Warrants to purchase an additional 42,857 shares of Common Stock exercisable at $.75 per share to John Tripodi for an aggregate purchase price of $15,000.00.

On June 6, 2008 the Company issued 714,286 shares of Common Stock and Warrants to purchase an additional 71,429 shares of Common Stock exercisable at $.75 per share to FEQ Gas LLC for an aggregate purchase price of $25,000.00.

On June 6, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 100,000 shares of Common Stock exercisable at $.75 per share to Peter Pelullo for an aggregate purchase price of $35,000.00.

On June 6, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 100,000 shares of Common Stock exercisable at $.75 per share to Alfredo Villa for an aggregate purchase price of $35,000.00.

On June 6, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 100,000 shares of Common Stock exercisable at $.75 per share to Jeff DeHart for an aggregate purchase price of $35,000.00.

On June 11, 2008 the Company issued 1,000,000 shares of Common Stock and Warrants to purchase an additional 100,000 shares of Common Stock exercisable at $.75 per share to Discretionary Investment Trust for an aggregate purchase price of $35,000.00.

On June 19, 2008 the Company issued 500,000 shares of Common Stock and Warrants to purchase an additional 50,000 shares of Common Stock exercisable at $.75 per share to Dott. Paulito Boaretto for an aggregate purchase price of $17,500.00.

Options

The Company recognized aggregate compensation expenses in the amount of $82,928 in connection with the issuance of the following Options”

On March 3, 2008 the Company issued option to purchase 3,000,000 shares of Common Stock exercisable at a price of $.04 to Jo Webber.

On March 3, 2008 the Company issued option to purchase 1,000,000 shares of Common Stock exercisable at a price of $.04 to Pradeep Ittycheria.

On March 3, 2008 the Company issued option to purchase 500,000 shares of Common Stock exercisable at a price of $.04 to Ernie Cimadamore.

On March 3, 2008 the Company issued option to purchase 250,000 shares of Common Stock exercisable at a price of $.04 to Michael Forte.

On March 3, 2008 the Company issued option to purchase 350,000 shares of Common Stock exercisable at a price of $.04 to Anthony Collura.

On March 3, 2008 the Company issued option to purchase 50,000 shares of Common Stock exercisable at a price of $.04 to Michele Wilde.

On March 3, 2008 the Company issued option to purchase 50,000 shares of Common Stock exercisable at a price of $.04 to Jeremey Zevin.

On March 3, 2008 the Company issued option to purchase 3,000,000 shares of Common Stock exercisable at a price of $.04 to Jacob Der Hagopian.

On March 3, 2008 the Company issued option to purchase 50,000 shares of Common Stock exercisable at a price of $.04 to Louis Cambria.

On March 3, 2008 the Company issued option to purchase 500,000 shares of Common Stock exercisable at a price of $.04 to Robert Sannelli.

On June 8, 2008 the Company issued option to purchase 1,250,000 shares of Common Stock exercisable at a price of $.04 to Mario Gabbrielli.

On June 8, 2008 the Company issued option to purchase 2,750,000 shares of Common Stock exercisable at a price of $.04 to Peter Pelullo.

On June 8, 2008 the Company issued option to purchase 1,000,000 shares of Common Stock exercisable at a price of $.04 to Alfredo Villa.

On June 19, 2008 the Company issued option to purchase 250,000 shares of Common Stock exercisable at a price of $.75 to Dott. Paulito Boaretto.

On June 23, 2008 the Company issued option to purchase 500,000 shares of Common Stock exercisable at a price of $.04 to Fausto Paparelli.

All of the above offerings and sales were deemed to be exempt under and Section 3(b), 4(2) and/or rule 506 of Regulation D of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company and/ or its executive officers or directors , and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. No underwriting discounts or commissions were paid in connection with the sale of such securities.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement, except as otherwise indicated:

Exhibit Number		Description

1.1		Form of Subscription Agreement
3.1		Certificate of Incorporation.
3.2		By-laws
4.1		Specimen Common Stock Certificate *
4.2		2008 Equity Incentive Plan
5.1		Opinion of McManus., Collura & Richter, P.C.*
10.1		Employment Agreement between the Company and Alfredo Villa
10.2		Employment Agreement between the Company and Ernest Cimadamore
10.3		Employment Agreement between the company and Peter Pelullo
23.1		Consent of Auditors
23.2		Consent of McManus, Collura & Richter, P.C. (included in Exhibit 5.1). *
24		Power of Attorney (included on signature page of this Registration Statement).
* To be filed by Amendment

Item 17. Undertakings The undersigned Registrant hereby undertakes:

1.	To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

	i.	Include any prospectus required by Section 10(a)(3) of the Securities Act;

	ii.	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	iii.	Include any additional or changed material information on the plan of distribution.

2.	For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.	File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4.	For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424.

	ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

5.	For the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.

	Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S1 and authorized this registration statement to be signed on its behalf by the undersigned, Ernest Cimadamore in Philadelphia, Pennsylvania on June 30, 2008.

			Moggle, Inc.

			(Registrant)

	By:		/s/ Ernest Cimadamore

	Name:		Ernest Cimadamore
	Title:		Secretary and Principal Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Registration Statement hereby constitutes and appoints Ernest Cimadamore with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement (including post-effective amendments and amendments thereto) and any registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:


Date: June 30, 2008
		/s/ Alfredo Villa
	Name:	Alfredo Villa
	Title:	President, Chief Executive Officer and Director

Date: June 30, 2008
		/s/ Ernest Cimadamore
	Name:	Ernest Cimadamore
	Title:	Principal Financial Officer (Principal Accounting Officer)

Date: June 30, 2008
		/s/ Peter Pelullo
	Name:	Peter Pelullo
	Title:	Director and director of corporate development

Date: June 30, 2008
		/s/ Jo Webber
	Name:	Jo Webber
	Title:	Director

Date: June 30, 2008
		/s/ Mario Gabbrelli
	Name:	Mario Gabbrelli
	Title:	Director
Date: June 30, 2008
		/s/ Fausto Paparelli
	Name:	Fausto Paparelli
	Title:	Director

EXHIBIT INDEX

Exhibit Number		Description

1.1		Form of Subscription Agreement
3.1		Certificate of Incorporation.
3.2		By-laws
4.1		Specimen Common Stock Certificate *
4.2		2008 Equity Incentive Plan
5.1		Opinion of McManus., Collura & Richter, P.C.*
10.1		Employment Agreement between the Company and Alfredo Villa
10.2		Employment Agreement between the Company and Ernest Cimadamore
10.3		Employment Agreement between the company and Peter Pelullo
23.1		Consent of Auditors
23.2		Consent of McManus, Collura & Richter, P.C. (included in Exhibit 5.1). *
24		Power of Attorney (included on signature page of this Registration Statement). * To be filed by Amendment

Exhibit 1.1

Form of Subscription Agreement

Moggle, Inc.

111 Presidential Boulevard

Suite 212

Bala Cynwyd, PA 19004

(215) 463-4099

SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”) hereby irrevocably subscribes for that number of Shares of Common Stock (“Shares”) of Moggle, Inc. (the “Company”) set forth below, upon and subject to the terms and conditions set forth in the Company’s Prospectus dated , 200_ to which this Subscription Agreement is attached.

Total Number of Shares subscribed for at $1.00 per Share: ________________shares.

Amount paid with this Subscription Agreement at a price of $1.00 per Share: US $ _________________________

IN WITNESS WHEREOF , the undersigned has executed this Subscription Agreement this ______ of _________, 200_.

Signature		Subscriber’s Social Security or Tax Identification Number:

Print Name:
Print Title:		Signature of Co-owners if applicable:
Address:
Number and Street		Telephone Number:

City, State, Zip		Email Address:

Name as it should appear on the Certificate: ______________________________________________________

If Joint Ownership, check one (all parties must sign above):

[ ] Joint Tenants with Right of Survivorship

[ ] Tenants in Common

[ ] Community Property

If Fiduciary or Business Entity check one:

[ ] Trust Authorized Person _________________________ Capacity_____________________

[ ] Estate Authorized Person _________________________ Capacity_____________________

[ ] Corporation Authorized Person _________________________ Capacity_____________________

[ ] Limited Liability Company

Authorized Person _________________________ Capacity_____________________

[ ] Partnership Authorized Person _________________________ Capacity_____________________

[ ] Other ____________________ (Describe)

Authorized Person _________________________ Capacity_____________________

ACCEPTANCE OF SUBSCRIPTION

The foregoing Subscription is hereby accepted for and on behalf of Moggle, Inc. this _____day of __________, 200_.

	MOGGLE, INC.


	By
		Alfredo Villa, President or
		Ernest Cimadamore, Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

CHIMERA INTERNATIONAL GROUP, INC.

Chimera International Group, Inc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST . The name of this corporation is Chimera International Group, Inc. The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on February 11, 2008.

SECOND . This Certificate of Amendment to the Certificate of Incorporation of the corporation herein certified was duly adopted by this corporation’s Board of Directors and approved by the corporation’s stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD . Article FIRST, of the Certificate of Incorporation of the corporation shall be amended and restated in its entirety as follows:

“FIRST: The name of the Corporation is Moggle, Inc.”

FOURTH . All other provisions of the Certificate of Incorporation of the corporation shall remain in full force and effect.

IN WITNESS WHEREOF , Chimera International Group, Inc. has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its duly authorized officer on this th day of April , 2008.

CHIMERA INTERNATIONAL GROUP, Inc.

By:___s/Ernest Cimadamore

Ernest Cimadamore, President

CERTIFICATE OF INCORPORATION OF

CHIMERA INTERNATIONAL GROUP, INC.

The undersigned, for the purpose of organizing a corporation (the

"Corporation") pursuant to the provisions of the General Corporation Law of the

State of Delaware ("General Corporation Law"), does make and file this

Certificate of Incorporation and does hereby certify as follows:

FIRST: Name

The name of the Corporation is Chimera International Group, Inc.

SECOND: Registered Office

The registered office of the Corporation is to be located at 1209 Orange Street,

City of Wilmington, County of New Castle, State of Delaware 19801. The name of

its registered agent is The Corporation Trust Company, whose address is

Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD: Purpose

The purpose of the Corporation is to engage in any lawful act or activity for

which corporations may be organized under the General Corporation Law.

FOURTH: Capitalization

The total number of shares of capital stock the Corporation shall have authority

to issue is 152,000,000 shares, consisting of (i) 150,000,000 shares of Common

Stock, $.0001 par value per share ("Common Stock"), and (ii) 2,000,000 shares of

Preferred Stock, $.0001 par value per share ("Preferred Stock").

The following is a statement of the designations and the powers, privileges and

rights, and the qualifications, limitations or restrictions in respect of each

class of capital stock of the Corporation.

A. Common Stock

General. The voting, dividend and liquidation rights of the holders of Common

Stock are subject to and qualified by the rights of holders of Preferred Stock

of any series as may be designated by the Board of Directors upon any issuance

of the Preferred Stock of any series.

Voting. The holders of Common Stock are entitled to one vote for each share held

at all meetings of stockholders (and written consents in lieu of meetings).

Dividends. Dividends shall be declared and paid on Common Stock from funds

lawfully available therefor as and when determined by the Board of Directors and

subject to any preferential dividend rights of any then outstanding Preferred

Stock.

Liquidation. Upon the dissolution or liquidation of the Corporation, whether

voluntary or involuntary, all of the assets of the Corporation available for

distribution to its stockholders shall be distributed ratably among the holders

of Preferred Stock, if any, and Common Stock, subject to any preferential rights

of any then outstanding Preferred Stock.

B. Preferred Stock

Preferred Stock may be issued from time to time in one or more classes or

series, each of such class or series to have such terms as stated or expressed

in this Section B of Article FOURTH and/or in the resolution or resolutions

providing for the issue of such class of series adopted by the Board of

Directors of the Corporation as hereinafter provided. Any shares of Preferred

Stock which may be redeemed, purchased or acquired by the Corporation may be

reissued except as otherwise provided by law. Different series of Preferred

Stock shall not be construed to constitute different classes of shares for the

purposes of voting by classes unless expressly provided, subject to the General

Corporation Law.

Authority is hereby granted to the Board of Directors from time to time to issue

the Preferred Stock in one or more classes or series, and in connection with the

creation of any such class or series, by resolution or resolutions providing for

the issuance of the shares thereof, to determine and fix such voting powers,

full or limited, or no voting powers, and such designations, preferences, powers

and relative participating, optional or other special rights and qualifications,

limitations, or restrictions thereof, including without limitation dividend

rights, conversion rights, redemption privileges and liquidation preferences, as

shall be stated and expressed in such votes, all to the full extent now or

hereafter permitted by the General Corporation Law. Without limiting the

generality of the foregoing, the resolutions providing for issuance of any class

of series of Preferred Stock may provide that such class of series shall be

superior or rank equally or be junior to the Preferred Stock of any other class

of series to the extent permitted by law. Except as provided in this Article

FOURTH, no vote of the holders of the Preferred Stock or Common Stock shall be

prerequisite to the issuance of any shares of any class of series of Preferred

Stock authorized by and complying with the conditions of the Certificate of

Incorporation, the right to enjoy such vote being expressly waived by all

present and future holders of the capital stock of the Corporation. The

resolutions providing for issuance of any class of series of Preferred Stock may

provide that such resolutions may be amended by subsequent resolutions adopted

in the same manner as the preceding resolutions, subject to the General

Corporation Law. Such resolutions shall be effective upon adoption, without the

necessity of any filing, with the State Secretary of Delaware or otherwise.

FIFTH: Indemnification:

To the fullest extent permitted by law, a director of the Corporation shall not

be personally liable to the Corporation or its stockholders for monetary damages

for breach of fiduciary duty as a director. If the General Corporation Law or

any other law of the State of Delaware is amended after approval by the

stockholders of this Article Ninth to authorize corporate action further

eliminating or limiting the personal liability of directors, then the liability

of a director of the Corporation shall be eliminated or limited to the fullest

extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by

the stockholders of the Corporation shall not adversely affect any right or

protection of a director of the Corporation existing at the time of, or increase

the liability of any director of the Corporation with respect to any acts or

omissions of such director occurring prior to, such repeal or modification.

SIXTH: Indemnifications Provisions:

The following indemnification provisions shall apply to the persons

enumerated below.

1. Right to Indemnification of Directors and

Officers. The Corporation shall indemnify and hold harmless, to the

fullest extent permitted by applicable law as it presently exists or may

hereafter be amended, any person (an “Indemnified Person”) who was or is made or

is threatened to be made a party or is otherwise involved in any action, suit or

proceeding, whether civil, criminal, administrative or investigate (a

“Proceding”), by reason of the fact that such person, or a person for whom such

person is the legal representative, is or was a director or officer of the

Corporation or, while a director or officer of the Corporation, is or was

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation or of a partnership, joint venture, limited

liability company, trust, enterprise or nonprofit entity, including service with

respect to employee benefit plans, against all liability and loss suffered and

expenses (including attorneys’ fees) reasonably incurred by such Indemnified

Person in such Proceeding. Notwithstanding the preceding sentence, except as

otherwise provided in Section 3 of this Article Sixth, the Corporation shall be

required to indemnify an Indemnified Person in connection with a Proceeding (or

part thereof) commenced by such Indemnified Person only if the commencement of

such Proceeding (or part thereof) by the Indemnified Person was authorized in

advance by the Board of Directors.

2. Prepayment of Expenses of Directors and

Officers. The Corporation shall pay the expenses (including attorneys’

fees) incurred by an Indemnified Person in defending any Proceeding in advance

of its final disposition, provided, however, that, to the extent required by

law, such payment of expenses in advance of the final disposition of the

Proceeding shall be made only upon receipt of an undertaking by the Indemnified

Person to repay all amounts advanced if it should be ultimately determined that

the Indemnified Person is not entitled to be indemnified under this Article

Sixth or otherwise.

3. Claims by Directors and Officers. If a claim for

indemnification or advancement of expenses under this Article Sixth is not paid

in full within 30 days after a written claim therefore by the Indemnified Person

has been received by the Corporation, the Indemnified Person may file suit to

recover the unpaid amount of such claim and, if successful in whole or in part,

shall be entitled to the requested indemnification or advancement of expenses

under applicable law.

4. Indemnification of Employees and Agents. The

Corporation may indemnify and advance expenses to any person who was or is made

or is threatened to be made or is otherwise involved in any Proceeding by reason

of fact that such person, or a person for whom such person is the legal

representative, is or was an employee or agent of the Corporation, is or was

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation or of a partnership, joint venture, limited

liability company, trust, enterprise or nonprofit entity, including service with

respect to employee benefit plans, against all liability and loss suffered and

expenses (including attorney’s fees) reasonably incurred by such person in

connection with such Proceeding. The ultimate determination of entitlement to

indemnification of persons who are non-director or officer employees or agents

shall be made in such manner as is determined by the Board of Directors in its

sole discretion. Notwithstanding the foregoing sentence, the Corporation shall

not be required to indemnify a person in connection with a Proceeding initiated

by such person if the Proceeding was not authorized in advance by the Board of

Directors.

5. Advancement of Expenses of Employees and Agents. The

Corporation may pay the expenses (including attorney’s fees) incurred by an

employee or agent in defending any Proceeding in advance of its final

disposition on such terms and conditions as may be determined by the Board of

Directors.

6. Non-Exclusivity of Rights. The rights conferred

on any person by this Article Sixth shall not be exclusive of any other rights

which such person may have or hereafter acquire under any statute, provision of

the certificate of incorporation, these by-laws, agreement, vote of stockholders

or disinterested directors or otherwise.

7. Other Indemnification. The Corporation’s obligation, if

any, to indemnify any person who was or is serving at its request as a director,

officer or employee of another Corporation, partnership, limited liability

company, joint venture, trust, organization or other enterprise shall be reduced

by any amount such person may collect as indemnification from such other

Corporation, partnership, limited liability company, joint venture, trust,

organization or other enterprise.

8. Insurance. The Board of Directors may, to the

full extent permitted by applicable law as it presently exists, or may hereafter

be amended from time to time, authorize an appropriate officer or officers to

purchase and maintain at the Corporation’s expense insurance: (a) to indemnify

the Corporation for any obligation which it incurs as a result of the

indemnification of directors, officers and employees under the provisions of

this Article Sixth; and (b) to indemnify or insure directors, officers and

employees against liability in instances in which they may not otherwise be

indemnified by the Corporation under the provisions of this Article Sixth.

9. Amendment or Repeal. Any repeal or modification of the

foregoing provisions of this Article Sixth shall not adversely affect any right

or protection hereunder of any person in respect of any act or omission

occurring prior to the time of such repeal or modification. The rights provided

hereunder shall inure to the benefit of any Indemnified Person and such person’s

heir, executors and administrators.

SEVENTH: Meetings; Elections

Meetings of the stockholders may be held within or without the State of

Delaware, as the Bylaws of the Corporation may provide. Subject to the

provisions of any law or regulation, the books of the Corporation may be kept

outside the State of Delaware at such place or places as may be designated from

time to time by the Board of Directors or in the Bylaws of the Corporation. The

election of Directors need not be by written ballot unless the Bylaws of the

Corporation so provide.

EIGHTH: Bylaws

The board of Directors of the Corporation is authorized and empowered from time

to time in its discretion to make, alter, amend or repeal Bylaws of the

Corporation, except as such power may be restricted or limited by the General

Corporation Law.

NINTH: Compromise or Arrangement

Whenever a compromise or arrangement is proposed between this Corporation and

its creditors or any class of them and/or between the Corporation and its

stockholders or any class of them, any court of equitable jurisdiction within

the State of Delaware may, on the application in a summary way of this

Corporation or of any creditor or stockholder thereof, or on the application of

any receiver or receivers appointed for this Corporation under the provision of

§ 291 of the General Corporation Law, or on the application of trustees in

dissolution or of any receiver or receivers appointed for the Corporation under

§ 279 of the General Corporation Law, order a meeting of the creditors or class

of creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, to be summoned in such manner as the said court

directs. If a majority in number representing three-fourths in value of the

creditors or class of creditors, and/or of the stockholders or class of

stockholders of this Corporation, as the case may be, agree to any compromise or

arrangement and to any reorganization of this Corporation as a consequence of

such compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the court to which said application has

been made, be binding on all the creditors or class of creditors, and/or on all

the stockholders or class of stockholders of this Corporation, as the case may

be, and also on this Corporation.

TENTH: Exculpation

No director shall be personally liable to the Corporation or its stockholders

for monetary damages for any breach of fiduciary duty by such director as a

director, including the director's duty of care. Notwithstanding the foregoing

sentence, a director shall be liable to the extent provided by applicable law

(i) for any breach of the director's Duty of Loyalty (as herein defined) to the

Corporation or its stockholders, (ii) for acts or omissions not in good faith or

which involve intentional misconduct or a knowing violation of law, (iii) under

§ 174 of the General Corporation Law, or (iv) for any transaction from which the

director derived an improper personal benefit. For purposes of this provision,

Duty of Loyalty means, and only means, the duty not to profit personally at the

expense of the Corporation and does not include conduct, whether deemed

violation of fiduciary duty or otherwise, which does not involve personal

monetary profit.

ELEVENTH: Reservation of Amendment Power

Subject to the limitations set forth herein, the Corporation reserves the right

to amend, alter, change or repeal any provision contained in this Certificate of

Incorporation, in the manner now or hereafter prescribed by law, and all rights

and powers conferred herein on stockholders, Directors and officers are subject

to this reserved power.

TWELFTH: Management

Except as otherwise required by law, by the Certificate of Incorporation or by

the Bylaws of the Corporation, as from time to time amended, the business of the

Corporation shall be managed by its Board of Directors, which shall have and may

exercise all the powers of the Corporation. The Board of Directors of the

Corporation is hereby specifically authorized and empowered from time to time in

its discretion to determine the extent, if any, to which and the time and place

at which, and the conditions under which any stockholder of the Corporation may

examine books and records of the Corporation, other than the books and records

now or hereafter required by statute to be kept open for inspection of

stockholders of the Corporation.

THIRTEENTH: Liquidation

Any vote or votes authorizing liquidation of the Corporation or proceedings for

its dissolution may provide, subject to the rights of creditors and rights

expressly provided for particular classes or series of stock, for the

distribution pro rata among the stockholders of the Corporation of the assets of

the Corporation, wholly or in part in kind, whether such assets be in cash or

other property, and may authorize the Board of Directors of the Corporation to

determine the value of the different assets of the Corporation for the purpose

of such liquidation and may authorize the Board of Directors of the Corporation

to divide such assets or any part thereof among the stockholders of the

Corporation, in such manner that every stockholder will receive a proportionate

amount in value (determined as aforesaid) of cash or property of the Corporation

upon such liquidation or dissolution even though each stockholder may not

receive a strictly proportionate part of each such asset.

FOURTEENTH: Purchase of Shares

The Corporation may purchase directly or indirectly its own shares to the extent

the money or other property paid or the indebtedness issued therefore does not

(i) render the Corporation unable to pay its debts as they become due in the

usual course of business or (ii) exceed the surplus of the Corporation, as

defined in the General Corporation Law. Notwithstanding the limitations

contained in the preceding sentence, the Corporation may purchase any of its own

shares for the following purposes, provided that the net assets of the

Corporation, as defined in the General Corporation Law, are not less than the

amount of money or other property paid or the indebtedness issued therefor: (i)

to eliminate fractional shares; (ii) to collect or compromise indebtedness owed by or

to the Corporation; (iii) to pay dissenting stockholders entitled to payment for their

shares under the General Corporation Law; and (iv) to effect the purchase or redemption

of redeemable shares in accordance with the General Corporation Law.

FIFTEENTH: Incorporator; Board of Directors

The name and mailing address of the Incorporator is:

Anthony M. Collura

c/o McManus, Collura & Richter, P.C.

49 Wall Street

25 th Floor

New York, NY 10005

The name and mailing address of each person who is to serve as a director of the Corporation is as follows, each to serve and hold office until the earliest of (a) the first annual meeting of stockholders, (b) his or her successor is elected and qualified, or (c) his or her death, resignation or removal from office.

Name	Mailing Address
Ernest Cimadamore	1618 S. Broad St, Philadelphia, PA 19145

The above Certificate of Incorporation, herein certified, has been duly adopted in accordance with the provisions of Sections 102 of the General Corporation Law.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 11 th day of February 2008.

INCORPORATOR:

s/Anthony M. Collura

Anthony M. Collura

Exhibit 3.2

BYLAWS OF MOGGLE, INC

ARTICLE I Offices

1. Registered Office

The registered office of the Corporation in the State of Delaware is located at The Corporation Trust Company, Corporation Trust Center 1209 Orange Street, Wilmington, Delaware 19801.

2. Principal Office

The principal office of the Corporation will be in Bala Cynwd, Pennsylvania or at such other place as the Board of Directors may from time to time determine.

3. Other Offices

The Corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II Meetings of Stockholders

1. Place of Meetings

All meetings of stockholders will be held at the principal office of the Corporation, or at such other place as will be determined by the Board of Directors and specified in the notice of the meeting.

2. Annual Meeting

The annual meeting of stockholders will be held at such date and time as will be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders will elect a Board of Directors and transact such other business as may properly be brought before the meeting of stockholders.

The Certificate provides that, unless the by-laws so provide, a written ballot is unnecessary.

The Board of Directors may postpone the time of holding the annual meeting of stockholders for such period as they may deem advisable. Failure to hold the annual meeting at the designated time shall not work a dissolution of the Corporation nor impair the powers, rights and duties of the Corporation's officers and Directors. At annual meetings, the stockholders shall elect Directors and transact such other business as may properly be brought before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the stockholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

3. Notice of Annual Meeting

Written or printed notice of the annual meeting, stating the place, day, and hour thereof, will be delivered personally to each stockholder at his residence or usual place of business or mailed to each stockholder entitled to vote at such address as appears on the books of the Corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting. Waiver by a stockholder (or his duly authorized attorney) in writing of notice of a stockholders' meeting, signed by the stockholder, whether before or after the time of such meeting, shall be equivalent to the giving of such notice. Attendance by a stockholder, whether in person or by proxy, at a stockholders' meeting shall constitute a waiver of notice of such meeting of which the stockholder has had no notice.

4. Special Meeting

Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chief Executive Officer or the Board of Directors, and will be called by the Chief Executive Officer or Secretary at the request in writing of the stockholders owning twenty five percent (25%) of the outstanding shares of capital stock of the Corporation entitled to vote at such meeting. Such request will state the purpose(s) of the proposed meeting, and any purpose so stated will be conclusively deemed to be a "proper" purpose.

5. Notice of Special Meeting

Written, printed or electronic notice of a special meeting stating the place, day, hour and purpose(s) thereof, will be personally delivered to each stockholder at his residence or usual place of business mailed to each stockholder entitled to vote at such address as appears on the books of the Corporation, or transmitted to each stockholder electronically at the address specified in such stockholder's consent not less than ten (10) nor more than sixty (60) days before the date of the meeting.

6. Adjournment

At any meeting of stockholders of the Corporation, if less than a quorum be present, a majority of the stockholders entitled to vote, present in person or by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting which might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date, as provided for in Section 5 of Article V of these Bylaws, is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

7. Fixing of Date for Determination of Stockholders of Record

The Board of Directors may, by resolution, fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other purposes (other than determining stockholders entitled to consent to action by stockholders proposed to be taken without a meeting of stockholders). Such date, in any case, shall not be more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, such date shall be at the close of business on the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, and shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer records and the stated period of closing has expired.

8. Stockholder List

At least ten (10) days before each meeting of stockholders, a complete list of stockholders entitled to vote at each such meeting or in any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, will be prepared by the Secretary or the officer or agent having charge of the stock transfer ledger of the Corporation. Such list will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for such ten (10) day period either at a place within the city where the meeting is to be held, or, if not so specified, the place where the meeting is to be held. Such list will also be produced and kept open at the time and place of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders.

9. Quorum

The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented in person or by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it will not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted which might have been transacted on the original date of the meeting. When a meeting is adjourned for thirty (30) days or more, notices of the adjourned meeting will be given as in the case of an original meeting. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the stockholders' meeting unless the vote of a greater number is required by law, the Certificate of Incorporation or these Bylaws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

10. Proxies and Voting

Stockholders entitled to vote shall have the number of votes specified in the Certificate of incorporation for each share of stock owned by them and a proportionate vote for a fractional share. Stockholders may vote in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the person named therein to vote at any meeting or adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to its exercise the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Voting may be done in any manner authorized by the Delaware General Corporation Law.

When a quorum is present at any meeting, the holders of a majority of the stock represented and entitled to vote on any question (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class represented and entitled to vote on any question) other than an election by stockholders shall, except where a larger vote is required by law, by the articles of organization or by these bylaws, decide any question brought before such meeting. Any election by stockholders shall be determined by a plurality of the votes cast.

11. Consent of Stockholders in Lieu of Meeting

Any action which may be taken at a special or annual meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, will be signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent will be given to those stockholders who have not consented in writing.

12. Presiding Officer and Conduct of Meetings

The Chairman of the Board of Directors shall preside at all meetings of the stockholders and shall automatically serve as Chairman of such meetings. In the absence of the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a Chairman, then the President of the Corporation shall preside at the meetings of the stockholders and shall automatically be the Chairman of such meeting, unless and until a different person is elected by a majority of the shares entitled to vote at such meeting. The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors, the Chief Executive Officer, or the President shall appoint a person to act as Secretary at such meetings.

13. Inspectors

The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting may, or if inspectors shall not have been appointed, the Chairman of the meeting shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No directors or candidate for the office of director shall act as an inspector of an election of directors

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 60 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, provided, however, that nothing in this Article II shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article II, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Nothing in this Section 6 shall affect the right of a stockholder to request inclusion of a proposal in the corporation's proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.

ARTICLE III Board of Directors

1. Number of Directors

The number of Directors comprising the full Board of Directors will be determined by the existing members of the Board of Directors and shall be at least two ( if there is more than one shareholder of the company), but the number of Directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent Director), from time to time by the amendment to these Bylaws.

2. Election and Term

Except as provided in Section 4 of this Article, Directors will be elected by a plurality vote at the annual meeting of the stockholders, and each Director will be elected to serve until the next annual meeting or until his successor will have been elected and qualified, unless sooner removed in accordance with these Bylaws or until the Corporation has received a written resignation from a Director. Directors need not be stockholders of the Corporation.

3. Vacancies and Newly Created Directorships

Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors, although less than a quorum, and the Directors so elected shall hold office for the unexpired term of their predecessor in office until the next annual meeting and until their successors are elected and have qualified. Vacancies created by the removal of Directors by the owners of a majority of the outstanding shares of capital stock will be filled by the owners of the majority of the outstanding shares of capital stock. A vacancy shall be deemed to exist by reason of the death, resignation, or upon the failure of stockholders to elect Directors to fill the unexpired terms of any Directors removed in accordance with the provisions of these Bylaws.

4. Resignation; Removal

Any Director may resign at any time by giving written notice thereof to the Board of Directors. Any such resignation will take effect as of its date unless some other date is specified therein, in which event it will be effective as of that date. The acceptance of such resignation will not be necessary to make it effective. The Board of Directors may, by majority vote of the Directors then in office, remove a Director for cause. The owners of a majority of the outstanding shares of capital stock may remove any Director, any class of Directors or the entire Board of Directors, with or without cause, either by a vote at a special meeting or annual meeting, or by written consent. The holders of a majority of the shares of the outstanding capital stock of any class or series may consent to the removal of any Director or Directors elected by that class or series..

5. Compensation

The Board of Directors shall have the authority to fix the compensation of directors for their services. A director may also serve the Corporation in other capacities and receive compensation therefor.

ARTICLE IV Meetings of the Board

1. Regular Meetings

The Board of Directors will meet each year immediately following the annual meeting of the stockholders to appoint the members of such committees of the Board of Directors as the Board may deem necessary or advisable, to elect officers for the ensuing year, and to transact such other business as may properly come before the Board of Directors at such meeting. No notice of such meeting will be necessary to the newly elected Directors in order legally to constitute the meeting provided a quorum will be present. Regular meetings may be held at such other times as shall be designated by the Board of Directors without notice to the Directors.

2. Special Meetings

Special meetings of the Board of Directors will be held whenever called by the Chairman of the Board, Chief Executive Officer, chairman of the Executive Committee or by two or more Directors. Notice of each meeting will be given at least three (3) days prior to the date of the meeting either personally or by telephone or telegraph to each Director, and will state the purpose, place, day and hour of the meeting. Waiver by a Director in writing of notice of a Directors meeting, signed by the Director, whether before or after the time of said meeting, shall be equivalent to the giving of such notice. Attendance by a Director, whether in person or by proxy, at a Directors' meeting shall constitute a waiver of notice of such meeting of which the Director had no notice.

3. Quorum and Voting

At all meetings of the Board of Directors (except in the case of a meeting convened for the purpose specified in Article III, Section C of these Bylaws) a majority of the number of the Directors will be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board of Directors. If a quorum will not be present at any such meeting of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present.

4. Telephone Meetings

Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, the Directors may participate in and hold a meeting using conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. A Director so attending will be deemed present at the meeting for all purposes including the determination of whether a quorum is present except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting was not lawfully called or convened.

5. Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the members of the Board.

6. Attendance Fees

Directors will not receive any stated salary, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, this provision will not preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

7. Interest of Directors in Contracts

Any contract or other transaction between the Corporation and one (1) or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, such contract or transaction, and notwithstanding their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE V Committees

1. Executive Committee

The Board of Directors by resolution may designate one or more Directors to constitute an Executive Committee, which committee, to the extent provided in such resolution, will have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Company, except where action of the Board of Directors is required by statute. Unless expressly authorized by resolution of the Board of Directors, no committee shall have the power or authority to (1) amend the Certificate of Incorporation, (2) adopt an agreement of merger or consolidation, (3) recommend to the shareholders the sale, lease or exchange of all or substantially all of the Company's property and assets, (4) recommend to the stockholders a dissolution of the Company or a revocation of a dissolution, or (5) amend the Bylaws of the Company.

2. Other Committees

The Board of Directors may by resolution create other committees for such terms and with such powers and duties as the Board shall deem appropriate.

3. Organization of Committees

The chairman of each committee of the Board of Directors will be chosen by the members thereof. Each committee will elect a Secretary, who will be either a member of the committee or the secretary of the Corporation. The chairman of each committee will preside at all meetings of such committee.

4. Meetings

Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place will have been established by the committee for such meetings. Special meetings (and, if the requirements of the preceding sentence have not been met, regular meetings) will be called in the manner provided as respect to notices of special meetings of the Board of Directors.

5. Quorum and Manner of Acting

A majority of the members of each committee must be present, either in person or by telephone, radio, television, or similar means of communication, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. The members of each committee will act only as a committee, and will have no power or authority, as such, by virtue of their membership on the committee.

6. Action by Written Consent

Any action required or permitted to be taken by any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the members of the committee.

7. Record of Committee Action; Reports

Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record will include the date, time, and place of the meeting, the names of the members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All action by each committee will be reported to the Board of Directors at its meeting next succeeding such action, such report to be in sufficient detail as to enable the Board to be informed of the conduct of the Company's business and affairs since the last meeting of the Board.

8. Removal

Any member of any committee may be removed from such committee, either with or without cause, at any time, by resolution adopted by a majority of the whole Board of Directors at any meeting of the board.

9. Vacancies

Any vacancy in any committee will be filled by the Board of Directors in the manner prescribed by these Bylaws for the original appointment of the members of such committee.

ARTICLE VI Officers

1. Appointment and Term of Office

The officers of the Company may consist of a President, a Secretary, and a Treasurer, and there may be a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed by the Board. One of the Directors may also be chosen Chairman of the Board. Each of such officers will be chosen annually by the Board of Directors at its regular meeting immediately following the annual meeting of stockholders and, subject to any earlier resignation or removal, will hold office until the next annual meeting of stockholders or until his earlier death, resignation, retirement, disqualification, or removal from office and until his successor shall have been duly elected and qualified. Two or more offices may be held by the same person.

2. Removal

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent will not of itself create contract rights.

3. Vacancies

Whenever any vacancy shall occur in any office of any officer by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by vote of a majority of the Directors for the unexpired portion of the term.

4. Compensation

The compensation of all officers of the Corporation shall be determined by the Board of Directors and may be altered by the Board from time to time, except as otherwise provided by contract, and no officer shall be prevented from receiving such compensation by reason of the fact such officer is also a Director of the Corporation. All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Corporation's business.

5. Powers and Duties

The powers and duties of the officers will be those usually pertaining to their respective offices, subject to the general direction and supervision of the Board of Directors. Such powers and duties will include the following:

a. Chairman of the Board. The Chairman of the Board shall be selected among the members of the Board of Directors and will preside when present at all meetings of the Board of Directors and of the stockholders. The Chairman of the Board shall be available to consult with and advise the officers of the Corporation with respect to the conduct of the business and affairs of the Corporation and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned by the Board of Directors. The Chairman of the Board shall be the highest officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all business and affairs of the Corporation.

b. President. The President shall be the Chief Executive Officer of the Corporation unless otherwise designated by the Board of Directors. The President will be responsible for general supervision of the affairs, properties, and operations of the Corporation, and over its several officers and be the Corporation's general manager responsible for the management and control in the ordinary course of the business of the Corporation. The President may execute and deliver in the name and on behalf of the Corporation, deeds, mortgages, leases, assignments, bonds, notes, bills of sale, assignments, releases, receipts, contracts or other instruments of any kind or character authorized by the Board of Directors. Unless otherwise directed by the Board, the President shall attend in person or by substitute or by proxy and act and vote on behalf of the Corporation at all meetings of the stockholders of any corporation in which the Corporation holds stock. The President may appoint or employ and discharge employees and agents of the Corporation and fix their compensation.

c. Vice Presidents. Each Vice President will perform the duties prescribed or delegated by the President or by the Board of Directors, and at the request of the President, will perform as well the duties of the President's office.

d. Secretary. The Secretary will give notice to and attend all meetings and keep the minutes of all of the proceedings at all meetings of the Board of Directors and all meetings of the stockholders and will be the custodian of all corporate records and of the seal of the Corporation. The Secretary will see that all notices required to be given to the stockholders and to the Board of Directors are duly given in accordance with these Bylaws or as required by law. It shall also be the duty of the Secretary to attest, by personal signature and the seal of the Corporation, all stock certificates issued by the Corporation and to keep a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the Corporation. The Secretary shall also attest, by personal signature and the seal of the Corporation, all deeds, conveyances, or other instruments requiring the seal of the Corporation. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to such officer. Unless a transfer agent is appointed, the Secretary shall also keep or cause to be kept at any such office the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, for inspection by stockholders. Any such inspection by a stockholder of the articles of organization, bylaws, records of meetings of the incorporators or stockholders, or the stock and transfer records must be at a reasonable time and for a proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the Corporation.

Said copies and records need not all be kept in the same office.

Any Assistant Secretary shall have the powers and perform the duties of the Secretary in his absence or in case of his inability to act and shall have such other powers and duties as the directors may from time to time prescribe. If neither the Secretary nor any Assistant Secretary is present at any meeting of the stockholders, a temporary Secretary to be designated by the person presiding at the meeting shall perform the duties of the Secretary.

In the absence of the appointment of a Treasurer for the Corporation, the Secretary shall perform the duties of the Treasurer.

e. Treasurer. The Treasurer will be the principal accounting and financial officer of the Corporation and will have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation. The Treasurer will have charge of the corporate funds and securities and will keep a record of the property and indebtedness of the Corporation. If required by the Board of Directors, the Treasurer will give bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board may require. The Treasurer shall keep such monies and securities of the Corporation as may be entrusted to his keeping and account for the same. The Treasurer shall be prepared at all times to give information as to the condition of the Corporation and shall make a detailed annual report of the entire business and financial condition of the Corporation. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned by either of such officers. The duties of the Treasurer may also be performed by any Assistant Treasurer.

f. Other Officers. The Board of Directors may appoint such other officers, agents, or employees as it may deem necessary for the conduct of the business of the Corporation. In addition, the Board may authorize the President or some other officers to appoint such agents or employees as they deem necessary for the conduct of the business of the Corporation.

6. Resignations

Any officer may resign at any time by giving written notice thereof to the Board of Directors. Any such resignation will take effect as of its date unless some other date is specified therein, in which event it will be effective as of that date. The acceptance of such resignation will not be necessary to make it effective.

ARTICLE VII Shares of Stock and Their Transfer; Books

1. Forms of Certificates

Shares of the capital stock of the Corporation will be represented by certificates in such form, not inconsistent with law or with the Certificate of Incorporation of the Company, as will be approved by the Board of Directors, and will be signed by the Chairman of the Board or President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Company. Such seal may be facsimile, engraved, or printed. Where any such certificate is countersigned by a transfer agent or by a registrar, the signature of such Chairman of the Board, President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer upon such certificate may be facsimiles, engraved, or printed. Such certificates shall be delivered representing all shares to which stockholders are entitled.

2. Issuance

Shares of stock with par value (both treasury and authorized but unissued) may be issued for such consideration (not less than par value) and to such persons as the Board of Directors may determine from time to time. Shares of stock without par value may be issued for such consideration as is determined from time to time by the Board of Directors. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

3. Payment for Shares

The consideration for the issuance of shares shall consist of cash, services rendered (including services actually performed for the Corporation), or real or personal property (tangible or intangible) or any combination thereof actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.
In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.
When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.
The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between stated capital and capital surplus accounts.

4. Transfer of Shares

Shares of stock of the Corporation will be transferred only on the stock books of the Corporation by the holder of record thereof in person, or by a duly authorized attorney, upon the endorsement and surrender of the certificate therefor.

5. Stockholders of Record

Stockholders of record entitled to vote at any meeting of stockholders or entitled to receive payment of any dividend or to any allotment of rights or to exercise the rights in respect of any change or conversion or exchange of capital stock will be determined according to the Corporation's stock ledger and, if so determined by the Board of Directors in the manner provided by statute, will be such stockholders of record (a) at the date fixed for closing the stock transfer books, or (b) as of the date of record.

6. Lost, Stolen, or Destroyed Certificates

The Board of Directors may direct the issuance of new or duplicate stock certificates in place of lost, stolen, or destroyed certificates, upon being furnished with evidence satisfactory to it of the loss, theft, or destruction and upon being furnished with indemnity satisfactory to it. The Board of Directors may delegate to any officer authority to administer the provisions of this Section.

7. Closing of Stock Transfer Books

The Board of Directors will have power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when change or conversion or exchange of capital stock will go into effect, or for a period not exceeding sixty (60) days nor less than ten (10) days in connection with obtaining the consent of stockholders for any purpose; or the Board may, in its discretion, fix a date, not more than sixty (60) days nor less than ten (10) days before any stockholders' meeting, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock will go into effect as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and at any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of such change, conversion, or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as will be stockholders of record on the date so fixed will be entitled to notice of and to vote at such meeting and at any adjournment thereof, or to receive payment of such dividend, or to exercise rights, or to give such consent as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

8. Regulations

The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates of stock. The Board of Directors may appoint one or more transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both.

9. Examination of Books by Stockholders

The original or duplicate stock ledger of the Corporation containing the names and addresses of the stockholders and the number of shares held by them and the other books and records of the Corporation will, at all times during the usual hours of business, be available for inspection at its principal office, and any stockholder, upon compliance with the conditions set forth in and to the extent authorized by § 220 of the Delaware General Corporation Law, will have the right to inspect such books and records.

All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE VIII Insurance

1. Insurance

By action of its Board of Directors, notwithstanding any interest of the Directors in the action, to the full extent permitted by the General Corporation Law of the State of Delaware, the Corporation may purchase and maintain insurance, in such amounts and against such risks as the Board of Directors deems appropriate, on behalf of any person who is or was a Director, advisory Director, officer, employee, or agent of the Corporation, or of any entity a majority of the voting stock of which is owned by the Corporation, or who is or was serving at the request of the Corporation as a Director, advisory Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status as such, whether or not the Corporation would have the power or would be required to indemnify such person against such liability under the provisions of this Article, or of the Corporation's Certificate of Incorporation or of the General Corporation Law of the State of Delaware.

ARTICLE IX Miscellaneous

1. Amendments

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the shares entitled to vote at such meeting and present or represented, or by a majority vote of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of proposed alteration or repeal be contained in the notice of such special meeting, except the Director shall not alter, amend, or repeal any bylaw, or enact any bylaw in conflict with a bylaw, adopted by the stockholders after the original adoption of these Bylaws; provided, however, no change of the time or place of the meeting for the election of Directors shall be made within sixty (60) days next before the date on which such meeting is to be held, and in case of any change of said time or place, notice thereof shall be given to each stockholder in person or by letter mailed to the last known post office address for such person at least twenty (20) days before the meeting is held.

2. Methods of Notice

Whenever any notice is required to be given in writing to any stockholder or Director pursuant to any statute, the Certificate of Incorporation, or these Bylaws, it will not be construed to require personal or actual notice, and such notice will be deemed for all purposes to have been sufficiently given at the time the same is deposited in the United States mail with postage thereon prepaid, addressed to the stockholder or Director at such address as appears on the books of the Corporation. Whenever any notice may be or is required to be given by telegram or facsimile to any Director, it will be deemed for all purposes to have been sufficiently given at the time the same is filed with the telegraph or cable office, properly addressed.

3. Waiver of Notice

The giving of any notice of the time, place, or purpose of holding any meeting of stockholders or Directors and any requirement as to publication thereof, whether statutory or otherwise, will be waived by the attendance at such meeting by any person entitled to receive such notice except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and may be waived by such person by an instrument in writing executed and filed with the records of the meeting, either before or after the holding thereof.

The seal of the Corporation shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

The Board of Directors may determine not to adopt a seal for the Corporation, in which case any documents or instruments providing for the use of a seal shall be valid despite the lack of a corporate seal.

4. Securities of Other Corporation

The President or any Vice President of the Corporation shall have power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

5. Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

6. Dividends

Dividends upon the outstanding stock of the Corporation, subject to the provisions of the statutes and the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, or in any combination thereof.

7. Reserves

There may be created from time to time by resolution of the Board of Directors, out of funds of the Corporation available for dividends, such reserve or reserves as the Directors from time to time in their discretion think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the Directors shall think beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

8. Signature of Negotiable Instruments

All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are prescribed by resolution (whether general or special) of the Board of Directors or the executive committee.

9. Surety Bonds

Such officers and agents of the Corporation (if any) as the Board of Directors may direct from time to time shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, disqualification or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Board of Directors may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

10. Loans and Guaranties

The Corporation may lend money to, guaranty obligations of, and otherwise assist its Directors, officers and employees if the Board of Directors determines such loans, guaranties, or assistance reasonably may be expected to benefit, directly or indirectly, the Corporation.

11. Relation to Certificate of Incorporation

These Bylaws are subject to, and governed by, the Certificate of Incorporation.

ARTICLE X Indemnification

Indemnification . The Corporation shall indemnify the directors, officers, agents and employees of the Corporation in the manner and to the full extent provided in the General Corporation Law of the State of Delaware. Such indemnification may be in addition to any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or directors, any provision of these By-Laws or otherwise. The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

ARTICLE XI Indemnification of Officers and Directors

1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director, officer or member of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the corporation; provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors.

2. Advance Payment of Expenses. Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or member of the corporation, or who is or was serving at the request of the corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be indemnified by the corporation.

3. Right of Claimant to Bring Suit. If a claim under this Article is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the General Corporation Law of the State of Delaware, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

4. Contract Rights. The provisions of this Article shall be a contract between the corporation and each director, officer or member to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.

5. Rights Non-exclusive. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article or of applicable law.

7. Definitions. For purposes of this Article, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.

8. Continued Coverage. The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person.

Exhibit 4.2

CHIMERA INTERNATIONAL GROUP, INC.
2008 EQUITY INCENTIVE PLAN

1. Purpose . The purpose of the Chimera International Group, Inc. Equity Incentive Plan is to facilitate the ability of Chimera International Group, Inc., a Delaware corporation (the “Company”), to offer equity incentive compensation opportunities in order to attract, motivate, reward and retain key personnel and consultants. Awards may be in the form of stock options granted under Section 5 hereof or deferred stock grants made under Section 6 hereof.

2. Administration . The board of directors of the Company (the “Board”) will administer the plan. Subject to the provisions hereof, the Board, acting in its discretion, will have exclusive authority to (a) select the persons to whom awards will be granted, (b) prescribe the terms and conditions of such awards and make amendments thereto, (c) construe, interpret and apply the plan and any agreement made under the plan, (d) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the plan. Subject to applicable law, the Board may delegate to any person(s) such duties and authority under the plan as the Board deems appropriate. The Company shall indemnify and hold harmless each member of the Board and any employee or director of the Company to whom any duty or authority relating to the administration of the plan is delegated from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including legal and other expenses incident thereto) arising out of or incurred in connection with the plan, unless and except to the extent attributable to such person’s fraud or willful misconduct.

3. Eligibility . The Board may grant awards under the plan to any officer, other employee or director of, or any consultant or other independent contractor who provides services to, the Company.

4. Share Limitations and Adjustments .

(a) Share Limitations . The Company may issue a total of 25,000,000 shares exclusive of shares covered by the unexercised or unvested portion of an award that terminates, expires or is canceled.

(b) Adjustments for Capital Changes . The aggregate number and class of shares that may be issued under the plan and the number and class of shares and, where applicable, the exercise price per share covered by each outstanding award, and the limitation on the number of shares that may be issued pursuant to deferred stock awards, all as set forth in Section 4(a) (as adjusted pursuant to this Section 4(b)) will be equitably adjusted by the Board in order to reflect extraordinary capital changes affecting the outstanding shares of the Company’s common stock resulting from a stock-split, reverse stock-split or consolidation of shares or any like capital adjustment, or the payment of a stock dividend or extraordinary cash dividend, and/or to reflect a change in the character or class of shares covered by the plan arising from a readjustment or recapitalization of the Company’s capital stock.

5. Awards Granted in the Form of Options . Subject to the plan, the Board may grant options to persons eligible to participate in the plan upon such terms and conditions as the Board determines. An option that otherwise qualifies as an “incentive stock option” (within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”)) will be treated as such unless, at the time the option is granted, the Board specifies that the option will not be treated as an “incentive stock option.”

(a) Term . The Board will fix the period during which an option may be exercised. The Board may extend the exercise period of an option if (and only if) such extension would not cause the option holder to be subject to tax under Section 409A of the Code (whether at the time of the extension or at a later time). In no event may an option be exercisable more than ten years from the date the option is granted (five years in the case of an “incentive stock option” granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code).

(b) Exercise Price . The option exercise price per share must be at least equal to the fair market value per share on the option grant date (110% of fair market value in the case of an “incentive stock option” granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code). The fair market value per share of common stock on any given date will be determined by the Board, acting in good faith, in accordance with valuation methods and procedures permitted for this purpose by the regulations issued by the Treasury Department under Section 409A of the Code.

(c) Vesting . he Board may establish such vesting and other conditions and restrictions upon the exercise of an option and/or upon the issuance or disposition of shares acquired by the exercise of an option as the Board deems appropriate on a grant-by-grant basis in accordance with the provisions of any option award agreement and deferred stock award agreement issued under this Plan.

(d) Exercise of options . A vested option may be exercised by transmitting to the Secretary of the Company (or other person designated by the Board) a written notice identifying the option that is being exercised and specifying the number of whole shares to be purchased pursuant to that option, together with payment in full of the exercise price and the withholding taxes due in connection with the exercise, unless and except to the extent that other arrangements satisfactory to the Company have been made for such payments. The exercise price may be paid (1) in cash or by check, (2) at the sole discretion of the Board, (A) by the delivery of previously-owned shares of common stock, or (B) in any other form of legal consideration that may be acceptable to the Board. including but not limited to, prior services rendered on behalf of the Company or a promissory note, or (3) by a combination of the foregoing. After the first date upon which the Company’s common stock is listed on a securities exchange or designated (or approved for designation) as a national market security on an interdealer quotation system, the Board may permit payment to be made pursuant to a cashless exercise program established and made available through a registered broker-dealer in accordance with applicable law. Any shares transferred to the Company in connection with the exercise of an option shall be valued at fair market value for purposes of determining the extent to which the exercise price and/or tax withholding obligation is satisfied by such transfer of shares.

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(e) Non-Transferability . No option granted under the plan may be transferred other than upon the option holder’s death to a beneficiary designated by the option holder in a manner acceptable to the Board, or, if no duly designated beneficiary shall survive the option holder, pursuant to the option holder’s will or the laws of descent and distribution. All options shall be exercisable during the option holder’s lifetime only by the option holder. Any attempt to transfer an option in violation of the plan or applicable option agreement shall be void, and no such option shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such option, nor shall it be subject to attachment or legal process for or against such person.

(f) Definition of Cause . For the purposes hereof and any option agreements and deferred stock agreements issued hereunder, the term “cause” shall mean shall mean (a) a participant’s material and willful malfeasance, fraud or dishonesty in the performance of his obligations hereunder; (b) a participant’s material breach of any material provision or obligation of his employment with the Company; (c) a participant’s engaging in conduct or activities involving moral turpitude that is reasonably likely to cause material damage to the business or reputation of the Company, any affiliate of the Company, or any personnel thereof; or (d) a participant’s conviction of or plea of guilty or nolo contendere to any felony or crime involving theft, fraud or dishonesty other than in connection with misdemeanor violations in connection with the operation of a motor vehicle or by virtue of imputed liability.

6. Deferred Stock Awards .

(a) General . The Board may grant deferred stock awards to eligible personnel. Under a deferred stock award, the Board will grant to a participant the right to receive shares of Company common stock in the future, subject to such vesting and other terms and conditions as the Board may prescribe.

(b) Purchase Price . Unless the Board, acting in accordance with applicable law, determines otherwise at the time of an award is granted, the purchase price payable for shares transferred pursuant to a deferred stock award must be at least equal to their par value.

(c) Stock Certificates for Vested Shares . The recipient of a deferred stock award that becomes vested will be entitled to receive a certificate, free and clear of conditions and restrictions (except as may be imposed in order to comply with applicable law or the terms of any stockholders’ agreement), for the vested shares covered by the award, subject, however, to the payment or satisfaction of applicable tax withholding obligations; provided, however, that the Board, in its discretion, may direct that settlement of a deferred stock award be made in whole or in part in the form of cash, based upon the then fair market value of the Company’s common stock.

(d) Rights as a Stockholder . Unless otherwise determined by the Board, the holder of a deferred stock award will not be entitled to receive dividend payments, if any on or with respect to the shares that remain covered by the award, or any other rights as a stockholder with respect to such shares unless and until the shares are issued to him or her free of all conditions and restrictions under the plan (subject, however, to the terms and conditions of a stockholders’ or other agreement to which the shares are subject).

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(e) Termination of Employment or other Service Before Vesting . Unless the Board determines otherwise in a deferred stock agreement, a non-vested deferred stock award will be forfeited upon the termination of a recipient’s employment or other service with the Company and its subsidiaries. If a deferred stock award is forfeited, the recipient will have no further right to receive the shares covered by the award. For the avoidance of doubt, the Board may provide for the acceleration of vesting of a deferred stock award in the event of a termination of employment by the Company without “cause” (as defined in Section 5(f) above) or a termination by the Executive for “good reason” which, for this purpose, unless otherwise prescribed by the Board in a participant’s award agreement, shall have the meaning ascribed to such term in a participant’s employment agreement or, in the absence thereof, shall mean a material adverse change by the Successor Company of a participant’s salary, duties, authority or responsibilities which is not cured within fifteen business days following written notice to the Successor Company by the participant setting forth a description of the purported grounds for termination.

(f) Nontransferability . Deferred stock awards may not be transferred or assigned and any attempt to do so shall be null and void and, at the election of the Board, result in the immediate forfeiture of the shares or the award, as the case may be.

7. Stockholders’ Agreement . As a condition of the exercise of an option granted under the plan and/or the issuance of shares covered by an option or other award made under the plan, the Board may require the option holder or the holder of the award, as the case may be, to become a party to and be bound by a stockholders’ or other agreement pursuant to which the shares acquired by the exercise of the option or the vesting of the award will be subject to specified transfer restrictions, rights of first refusal, Company or other repurchase rights, market standoff conditions and/or such other terms and conditions as the Board or the Board deems appropriate.

8. C hange in Control .

(a) Effect of Certain Transactions . Except as otherwise provided in this subsection, if a Change in Control (as defined below) occurs, all option holders shall be permitted to exercise their outstanding options, whether or not then vested, immediately prior to the Change in Control. Alternatively, the Board may provide for the buyout of outstanding options (whether or not vested) in lieu of exercise based upon the transaction value of the shares covered by the options. Notwithstanding the foregoing, if, as part of a Change in Control transaction, the stockholders of the Company receive equity capital of another entity (“Exchange Stock”) in exchange for their shares of common stock (whether or not such Exchange Stock is the sole consideration), and if the Board, in its sole discretion, so directs, then options outstanding under the plan may be converted into economically equivalent options to purchase shares of Exchange Stock upon terms and conditions otherwise similar to the terms and conditions applicable to the Company stock options. Any outstanding options that are not exercised, bought out or converted into options for Exchange Stock, as aforesaid, by or before the consummation of a Change in Control transaction shall thereupon terminate and be of no further force or effect. The Board, acting in its discretion, may accelerate the vesting of non-vested deferred stock awards, provide for cash settlement and/or make such other adjustments to the terms of any outstanding award as it deems appropriate in the context of a Change in Control transaction.

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(b) Definition of Change in Control . For purposes hereof, the term “Change in Control” means:

(i) any person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company, other than (1) Matthew T. Wasserlauf or any member of his immediate family or any person controlled by him, or (2) as a result of inheritance from a person described in the preceding clause (1);

(ii) a consolidation, merger or reorganization involving the Company, unless (1) the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such consolidation, merger or reorganization, (2) individuals who were members of the Board immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute a majority of the board of directors of the surviving corporation or of a corporation directly or indirectly beneficially owning a majority of the voting securities of the surviving corporation, and (3) no person beneficially owns more than 50% of the combined voting power of the then outstanding voting securities of the surviving corporation (other than a person who is (A) the Company or a subsidiary of the Company, (B) an employee benefit plan maintained by the Company, the surviving corporation or any subsidiary , or (C) the beneficial owner of 50% or more of the combined voting power of the outstanding voting securities of the Company immediately prior to such consolidation, merger or reorganization);

(iii) individuals who, as of the date the Plan is adopted, constitute the entire Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board, provided that any individual becoming a director subsequent to the date the Plan is adopted whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a sale or other disposition of all or substantially all of the assets of the Company (other than to an entity described in (ii)(3) above; or

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(v) any other event or transaction which the Board, acting in its discretion and with a view toward carrying out the purposes of the Plan, designates is a Change in Control.

(c) Determination of Board to be Final . All adjustments under Section 4(b) (relating to the effect of certain capital changes) and/or this Section shall be made by the Board, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

9. Tax Withholding . The holder of an option or deferred stock award will be required to satisfy or make arrangements acceptable to the Company for the satisfaction of all tax withholding obligations arising from or associated with the option or other award as a condition of the issuance of shares covered by such option or deferred stock award. Toward that end, the Company may (a) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the holder of an award, whether or not pursuant to the plan, or (b) require the holder of the award to remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. If the event giving rise to the withholding obligation involves a transfer of shares of Company stock, then, at the sole discretion of the Board, the withholding obligation may be satisfied by the withholding of shares having a fair market value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules); provided, however, that, unless the Board determines otherwise, no shares may be withheld if and to the extent that such withholding would result in the recognition of additional accounting expense by the Company.

10. General Provisions .

(a) Shares Issued Under Plan . Shares of common stock available for issuance under the plan may be authorized and unissued, held by the Company in its treasury or otherwise acquired for purposes of the plan.

(b) Compliance with Law . The Company will not be obligated to issue or deliver shares of common stock pursuant to the plan unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or market upon which the common stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(c) Transfer Orders; Placement of Legends . The Company may cause a legend or legends to be placed on any such certificates for shares issued under the plan to make appropriate reference to restrictions to which such shares are subject, whether under applicable law or otherwise.

(d) No Employment or other Rights . Nothing contained in the plan or in any option agreement shall confer upon any person any right with respect to the continuation of such person’s employment or other service with the Company or a subsidiary of the Company or interfere in any way with the right of the Company and its subsidiaries at any time to terminate or otherwise amend the terms and conditions of such employment or other service.

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(e) Decisions and Determinations Final . All decisions and determinations made by the Board pursuant to the provisions hereof and, except to the extent rights or powers under the plan are reserved specifically to the discretion of the Board, all decisions and determinations of the Board, shall be final, binding and conclusive on all persons.

(f) Nonexclusivity of the plan . No provision of the plan, and neither its adoption by the Board nor its approval by the Company’s stockholders shall be construed as creating any limitations on the power of the Board or a Board thereof to adopt other incentive arrangements apart from the plan.

(g) Governing Law . All rights and obligations under the plan and each award agreement or instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.

11. Amendment and Termination . The Board may amend or terminate the plan, provided, however, that no such action may adversely affect the rights of a holder of an outstanding option or deferred stock award without his or her written consent. Any amendment that would increase the aggregate number of shares of common stock that may be issued under the plan or that would modify the class of persons eligible to receive options shall be subject to the approval of the Company’s stockholders.

12. Term of the plan . The plan shall be effective as of the date of its adoption by the Board, subject to the approval of the stockholders of the Company within one year from the date of such adoption by the Board. The plan shall terminate on the tenth anniversary of the date of its adoption by the Board, unless sooner terminated by the Board. The rights of any person with respect to any award granted under the plan that is outstanding at the time of the termination of the plan shall not be affected solely by reason of the termination of the plan and shall continue in accordance with the terms of the award and of the plan.

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Exhibit 10.1

MOGGLE, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“ Agreement ”), made and effective as of _________, 2008, by and between _Alfredo Villa (hereinafter referred to as “ Employee ”), and Moggle Inc., a Delaware corporation (“ Company ”). In consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Scope of Employment .

1.1 Positions . Subject to the terms hereof, the Company hereby agrees to employ Employee as President and Chief Executive Officer of the Company and Employee hereby accepts such employment. In this position, Employee shall report directly to the Board of Directors and Employee shall handle duties commensurate with such position (such duties and services hereinafter referred to as the “ Services ”). Company may, at its discretion, request that Employee perform other or additional services as are consistent with the position of Employee and such other or additional services shall also be considered Services. Employee shall devote that amount of time energy and skill which is necessary to perform his obligations hereunder and shall perform his obligations hereunder diligently, faithfully and to the best of Employee’s abilities. The Employee is not required to devote full time to his obligations hereunder.

In connection with the exercise of rights granted to the Company hereunder, the Employee agrees that Company and its affiliates shall have the right to use the professional name, voice, likeness and biography of the Employee for publicity purposes. Employee agrees that he shall not permit the use of his name, voice, likeness, biography and/or statements to promote or advertise any product, service or organization during the Term hereof without the prior written consent of Company.

1.2 Place of Performance . Employee shall be initially based in Switzerland except for reasonably required business travel. It is understood by the Employee that the Company may direct the Employee to appear at and provided services in any office operated by the Company and/or its affiliates.

1.3 Compliance with Policies . Subject to the terms of this Agreement, during the Term, Employee shall comply in all material respects with all policies and procedures adopted by the Company.

Section 2. Term .

The term shall be from ______,2008 and shall continue until __________,2011, unless otherwise terminated by Employee or Company, pursuant to the terms of this Agreement (“ Term ”).

Section 3. Base Salary, Bonus Compensation and Expense Reimbursement .

3.1 Base Salary . Effective upon the Company’s receipt of equity capital in the minimum amount of $__,000,000 ( the “Minimum Funding”) the Employee shall be paid a base salary (the “ Base Salary ”) during the Term of Two Hundred Thousand Dollars ($200,000.00) per annum or such pro-rated portion thereof, if applicable.. The Base Salary and all payments pursuant to Section 3 shall be (a) payable on the bi-weekly schedule pursuant to Company procedures and the law, and (b) subject to any withholdings and deductions required by applicable law. Prior to receipt of the Minimum Funding the Employee acknowledges that (i) he will not receive a salary for the performance of his services hereunder and no such salary will be accrued and (ii) his sole compensation for performance of the services hereunder shall be the award of the options set forth in Section 3.4 hereof.

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3.2 Bonus . With respect to each calendar year in which Employee provides Services pursuant to this Agreement, Employee may be eligible to earn a bonus (“ Bonus ”) however the decision whether to provide a Bonus and the amount of a Bonus, if any, shall be subject to Company’s sole discretion.

3.3 Expense Reimbursement . The Company shall pay or reimburse Employee in accordance with Company policy for all reasonable business expenses incurred or paid by Employee in the course of performing his duties hereunder. As a condition to such payment or reimbursement, however, Employee shall maintain and provide to the Company reasonable documentation and receipts for such expenses.

3.4 Equity Incentive Plan Upon execution of this Agreement, the Employee shall be awarded stock options to purchase 1,000,000 shares of restricted common stock in the Company at an exercise price of $.04 per share (“Options”) under the Company’s Equity Incentive Plan (“Plan”). The Options, and the exercise thereof, shall be subject to the terms and conditions of the Plan and the Option Agreement attached to this Agreement as Exhibit A.

Section 4. Employee Benefits .

4.1 Benefit Plans . During the Term, Employee shall be entitled to participate in the Company’s benefit programs, which are available to other similarly situated employees of the Company, subject to the Company’s formal plan documents, if any, or policies with respect to all such benefits or insurance programs or plans. The Company shall not, by virtue of this provision, be under any obligation to Employee to continue to maintain any particular plan or program or any particular benefit level under any plan or program.

4.2 Paid time Off . Employee shall be entitled to paid time off during the Term, to be accrued and taken in accordance with Company policy and applicable law. Employee shall be entitled to use two (2) weeks of paid vacation time off per each calendar year of the Term, which shall accrue on a pro-rata and monthly basis. Additionally, Employee shall be entitled to two (2) days of paid sick leave off per each calendar year of the Term which shall accrue on a pro-rata and monthly basis. Any unused vacation time or sick days shall be used in accordance with Company policy, which may be amended from time to time.

Section 5. Termination .

5.1 Death or Total Disability . Employee’s employment hereunder shall terminate upon Employee’s death. The Company may, in accordance with applicable state and federal laws and regulations, terminate Employee’s employment hereunder in the event of Employee’s total disability (total disability meaning the inability of Employee to perform substantially all of his current duties as required hereunder for a continuous period of 100 days because of mental or physical condition, illness or injury).

5.2 For Cause . The Company may terminate Employee’s employment hereunder for “ Cause ”. “Cause” shall mean (a) Employee’s material and willful malfeasance, fraud or dishonesty in the performance of his obligations hereunder; (b) Employee’s material breach of any material provision of this Agreement which remains uncured more than thirty (30) days after Company provides Employee with reasonably detailed, written notice of such alleged action; (c) Employee’s engaging in conduct or activities involving moral turpitude that is reasonably likely to cause material damage to the business or reputation of the Company, any affiliate of the Company, or any personnel thereof; or (d) Employee’s conviction of or plea of guilty or nolo contendere to any felony or crime involving theft, fraud or dishonesty other than in connection with misdemeanor violations in connection with the operation of a motor vehicle or by virtue of imputed liability, or (e) the Employee voluntarily terminates this Agreement prior to the end of the Term. Notwithstanding Company’s right to terminate Employee at any time, Cause shall not exist unless and until the Company first notifies Employee in writing that the Employee’s employment is being terminated for one or more of the foregoing reasons (and such notification includes an explanation of the reasons therefore) and the Employee is then afforded the opportunity to be heard with counsel in person at Company’s New York City offices by the board of directors of the Company within seven (7) business days following receipt of such notice. In the event of termination pursuant to Section 5.1 or 5.2 , Employee shall not be entitled to the receipt of any unearned Base Salary, severance compensation or any benefits, other than those benefits (i.e., COBRA) which Company is required to provide by law. Under such circumstances, Employee shall only be entitled to the reimbursement of expenses pursuant to Section 3.3 .

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5.3 Termination by Company Not for Cause . Should Company terminate this Agreement for any or no reason other than for Cause and provided further that Employee executes a Release of Claims against the Company (including its affiliates, officers, employees, agents, etc.) which includes a mutual release of claims, Employee shall be entitled to an amount which shall be equal to the total amount of the Base Salary Employee would be entitled to receive if he remained employed through the full Term of the Agreement (“ Termination Salary ”).

5.4 Termination Date and Notice of Termination . Any termination of Employee’s employment by the Company (other than termination upon the death of Employee) shall be communicated by written notice to Employee, and the date of termination shall be the date on which such notice is given.

Section 6. Representations .

6.1 Of Employee . Employee represents and warrants to the Company that (a) his execution, delivery and performance of this Agreement do not and will not conflict with, violate, or constitute a breach of or default under any provision of law or regulation applicable to him or any provision of any agreement, contract or other instrument to which he is a party or otherwise bound; (b) this Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms; and (c) he has not received any legal advice contrary to his representations or warranties set forth in this Section 6.1 .

6.2 Of the Company . The Company represents and warrants to Employee that (a) this Agreement has been duly executed and delivered by the Company; (b) the execution, delivery and performance of the Agreement by the Company has been duly authorized by all necessary corporate action: (c) this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms; (d) the execution, delivery and performance of the Agreement by the Company do not and will not conflict with, violate, or constitute a breach of the By-laws of the Company or any of its affiliates or subsidiaries or any law or regulation applicable to the Company or any of its subsidiaries: and (e) the Company has not received any legal advice contrary to the Company’s representations and warranties set forth in this Section 6.2 .

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Section 7. Restriction on Competition .

Employee acknowledges that the Company is engaged in a highly competitive business and has a compelling business interest in preventing the use or disclosure of its’ Confidential Information and Trade secrets (as defined in Section 10 ), and that Employee, by virtue of his position, will have access to Confidential Information and Trade Secrets. Accordingly, Employee agrees that during the Term and for one (1) year thereafter, Employee will not, either directly or indirectly alone or in conjunction with any other party or whether as an individual or on Employee’s own account, as a partner or joint venturer, or as an employee, agent or salesperson for any person, as an officer or director of any corporation, or as a consultant or otherwise, in any geographical area in which Company then does business, work for or with or have any interest in any Competitive Business as defined herein; provided that, if Employee wishes to work for a Competitive Business in conflict with this Section 7 : (1) Employee shall provide the Chairman of the Board of the Company with advance, written notice of such opportunity, (2) the Company shall then have one (1) week to approve in writing such participation, (3) if the Company does not inform Employee of its approval in writing within the one (1) week period, the Company shall be deemed to have rejected such request, (4) if the request is rejected, Employee shall refrain from participation in such Competitive Business. If Company grants the request, then Employee may work for the Competitive Business and the Company shall have further no obligation, financial or otherwise, to Employee. In such event the Company may terminate this Agreement and such Termination will be deemed to have been a termination for Cause. A “ Competitive Business ” shall mean any entity which engages in all or any of the following business activities (1) development, marketing and/or production of massive multiplayer on line games; (2) development, marketing and/or production of an platform which allows players to play multiple massive multiplayer on line games and/or (3) development, marketing and/or production of platform which assists third parties in developing massive multiplayer on line games.

Section 8. Restrictions on Soliciting Personnel and Business Partners; Non-Disparagement .

8.1 Restriction on Soliciting Personnel . Employee agrees that, except to the extent that Employee is required to do so in connection with his employment responsibilities herein or except with Company’s prior, written permission, during the Term and for one (1) year thereafter, Employee will not, either directly or indirectly, alone or in conjunction with any other party, solicit or attempt to solicit any employee, consultant, contractor or other personnel of Company or any affiliated entity to terminate, alter or lessen that party’s affiliation with the Company or to violate the terms of any agreement or understanding between such employee, consultant, contractor or other person and the Company. Employee agrees that, unless he has received Company’s prior written permission to do so, Employee will not, either directly or indirectly, alone or in conjunction with any other party, solicit or attempt to solicit any “key” (as that term is defined in the next sentence) employee, consultant, contractor or other personnel of or affiliated with the Company or any affiliated entity to terminate, alter or lessen that party’s affiliation with the Company or to violate the terms of any agreement or understanding between such employee, consultant, contractor or other person and the Company during the Term and for a period of twenty four (24) months after termination. For purposes of the preceding sentence, “key” employees, consultants, contractors or other personnel are those with knowledge of or access to Trade Secrets or Confidential Information as defined in Section 10 Employee and the Company acknowledge that a breach of this Section 8.1 will result in irreparable damage and harm to the other party and that such damage will be presumed to have occurred

8.2 Non-Disparagement . Employee agrees that he has not and will not make any statements, either written or oral, about the Company, its shareholders, executives, officers, directors or employees or has not and will not take any action or inaction which is or was intended, or may reasonably be expected, to (i) disparage, defame, criticize, ridicule, impugn or adversely affect the name or reputation of the Company, its officers, shareholders, directors, executives, employees, or contractors or (ii) disrupt, damage, impair or interfere with the Company, its officers, members, directors, executives, employees, or contractors or its operations or business prospects. Employee acknowledges that a breach of this Section 8.2 will result in irreparable damage and harm to the Company, its officers, shareholders, directors, executives, employees, or contractors and that such damage will be presumed to have occurred. Company agrees that no senior executive of the Company will (A) disparage, defame, criticize, ridicule, impugn or adversely affect the name or reputation of the Employee or (B) with the exception of a breach by Employee of any term, provisions, covenant and/or representation contained in this Agreement , wherein the Company may seek any and all remedies, disrupt, damage, impair or interfere with Employee. Employee and the Company acknowledge that a breach of this Section 8.2 will result in irreparable damage and harm to the other party and that such damage will be presumed to have occurred.

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8.3 Restriction on Soliciting Business Partners . Employee agrees that during the Term and for the one (1) year period immediately thereafter, Employee shall not cause or attempt to solicit or cause (i) a Competitive Business; (ii) any advertiser; (iii) any advertising agency and/or (iv) website, which entities have engaged in any business with the Company either pursuant to a written or oral contract or otherwise during the time period of Employee’s employment with the Company, to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company or solicit such entities not to do business with the Company; provided that, if Employee wishes to participate in a bona fide opportunity in conflict with this Section 8.3 : (1) Employee shall provide the Chairman of the Board of the Company with advance, written notice of such opportunity, (2) the Company shall then have one (1) week to approve such participation in writing, (3) if the Company does not inform Employee of its approval in writing within the one (1) week period, the Company shall be deemed to have rejected such request, (4) if the request is rejected, Employee shall refrain from participation in such opportunity. If Company grants the request, then Employee may work for such entity and the Company shall have further no obligation, financial or otherwise, to Employee. In such event the Company may terminate this Agreement and such Termination will be deemed to have been a termination for Cause. Employee and the Company acknowledge that a breach of this Section 8.3 will result in irreparable damage and harm to the other party and that such damage will be presumed to have occurred

Section 9. Rights to Work Product .

9.1 Employee agrees that the Company alone shall be entitled to all benefits, profits and results arising from or incidental to the Employee’s employment with the Company and/or Employee ‘s performance of any services on behalf of the Company whether before or after the date of this Agreement. To the greatest extent possible, any and all work product, property, data, documentation or information or materials, discoveries, inventions, ideas, concepts, research, trademarks, service marks, slogans, logos, information, processes, products, techniques, methods and improvements or parts thereof conceived, developed, prepared, discovered, or created by Employee in connection with Employee ‘s employment with the Company and/or Employee ‘s performance of any services on behalf of the Company or otherwise made by Employee alone or jointly with others during the period of Employee ‘s employment with the Company or during the twelve-month period after the termination of Employee’s employment with the Company, and in any way relating to the present or proposed technology, intellectual property, products, programs or services of the Company, or to tasks assigned to Employee during the course of Employee ‘s employment, whether or not patentable or subject to copyright or trademark protection, whether or not reduced to tangible form or reduced to practice, whether or not made during my regular working hours, whether or not made on the Company premises, including, but not limited to, those related to the Company’s proposed massive multiplayer on line gaming platform, and/or all other technology, including but not limited to systems, source code, object code, databases, hardware, algorithms, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof, (all of the foregoing are collectively referred to in this Agreement as “ Work Product ”) shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A § 101 et seq ., as amended, and owned exclusively and perpetually by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest that Employee may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any Work Product and all associated rights exclusively in the Company. the Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives all rights to any Work Product, including but not limited to any “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which I may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Employee shall not be entitled to any additional compensation for any exercise by the Company of its rights set forth in this section..

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9.2 Employee agrees to disclose all Work Product to the Chairman of the Board of Directors of the Company as such Work Product is created in accordance with the requirements of Employee’s job and as directed by the Company.

9.3 At any time during Employee’s employment with the Company and thereafter upon the request or the Company, Employee will execute all documents and perform all lawful acts that the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement. Without limiting the generality of the foregoing, Employee agrees to render to the Company or its nominee all reasonable assistance as may be required:

(a) In the prosecution or applications for letters patent, foreign and domestic, or re-issues, extensions and continuations thereof;

(b) In the prosecution or defense of interferences which may be declared involving any of said applications or patents;

(c) In any administrative proceeding or litigation in which the Company may be involved relating to any Work Product; and

(d) In the execution of documents and the taking of all other lawful acts which the Company considers necessary or advisable in creating and protecting its copyright, patent, trademark, trade secret and other proprietary right in any Work Products.

The reasonable out-of-pocket expenses incurred by Employee in rendering such assistance at the request of the Company will be reimbursed by the Company.

Section 10. Non-Disclosure Covenant .

10.1 Employee acknowledges that while employed by the Company, Employee has been and will continue to be exposed to “ Trade Secrets ” and “ Confidential Information ” (as those terms are defined in this Section). “Trade Secrets” shall mean information or data of or about the Company, its business and or any affiliated entity, including, but not limited to, information or data related to the Company’s proposed massive multiplayer on line gaming platform,, all other technology of the Company, systems, source code, object code, databases, hardware, algorithms, software, programs, applications, engine protocols, routines, models, displays and manuals technical or non-technical data, formulas, patterns, compilations, devices, methods, techniques, drawings, processes, financial data, financial plans, products plans, lists and/or contact information of actual or potential customers, clients, distributees, licensees, or suppliers, including, without limitation, the selection, coordination, and arrangement of the contents thereof, that: (a) derive economic or similar value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and/or (b) are the subject of efforts by the Company that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of “trade secret” mandated under applicable law, the latter definition shall govern for purposes of interpreting my obligations under this Agreement. “Confidential Information” shall mean valuable, non-public, competitively sensitive data or information relating to the business of Company or any affiliated entity, other than Trade Secrets, which shall include for example the identity of customers, suppliers, clients and business partners and all contact information related thereto.

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10.2 Employee further acknowledges and agrees that any unauthorized disclosure or use of any Trade Secrets or Confidential Information would be wrongful and would likely result in immediate and irreparable injury to y the Company. Except as required to perform Employee’s obligations under Employee ‘s employment with the Company or except with the Company’s prior written permission, Employee shall not distribute, redistribute, market, publish, disclose or divulge to any other person or entity, or use or modify for use, directly or indirectly in any way for any person or entity: (i) any Trade Secrets at any time (during or after Employee ‘s employment with the Company); and (ii) any Confidential Information at any time (during or after Employee ‘s employment with the Company). Employee agrees to cooperate with any confidentiality requirements of the Company. Employee shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware of.

Section 11. Return of Work Product and Company Property .

At any time during Employee’s employment with the Company, at the specific request of the Company, or, in any event, as promptly as practicable after Employee ‘s employment with the Company has expired or has been terminated, Employee agrees to return to the Company all Work Product and all data, lists, information, memoranda, notes, records, files, contact information, rolodexes and documents belonging to the Company (including any copies of reproductions thereof and any materials constituting or containing Trade Secrets and/or Confidential Information) and all other property of the Company that are in Employee ‘s possession or control. Upon the termination of Employee’s employment with the Company for any reason, or at any time upon the Company's request, Employee will return to the Company all Work Product, all written information related to Trade Secrets and Confidential Information and notes, memoranda, records, customer lists, proposals, business plans and other documents, computer software, materials, tools, equipment and other property in my possession or under my control, relating to any work done for the Company or otherwise belonging to the Company it being acknowledged that all such items are the sole property of the Company. Further, before obtaining Employee ‘s final paycheck, Employee agrees to sign a certificate stating the following:

"Termination Certificate

This is to certify that I do not have in my possession or custody, nor have I

failed to return, any Work Product, or any notes, memoranda, records, customer

lists, proposals, business plans or other documents or any computer software,

materials, tools, equipment or other property (or copies of any of the foregoing)

belonging to the Company, related to any work performed by me while employed by

the Company and/or related to Trade Secrets and/or Confidential Information."

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Section 12. Acknowledgment .

The parties acknowledge and agree that the covenants of Employee in Sections 7, 8, 9, 10, and 11 (collectively, the “ Protective Covenants ”) are reasonable as to time, scope and territory given Company and its affiliates need to protect the substantial investments in their Confidential Information, Trade Secrets and customer relationships, and particularly given (a) the generous compensation and benefits that are to be provided Employee, (b) Company’s investment of time, effort and capital in enhancing Employee’s business skills and opportunities, (c) the complexity and competitive nature of Company and its affiliates, and (d) that Employee has sufficient skills to find alternative, commensurate employment or consulting work in Employee’s field of expertise that would not entail a violation of the Protective Covenants.

Section 13. Remedies .

The parties further acknowledge that any breach or threatened breach of Section 7, 8, 9, 10, and/or 11 hereof by Employee is likely to result in irreparable injury to the Company or its affiliates, and therefore, in addition to all remedies provided at law or in equity (which remedies shall be cumulative and not mutually exclusive), Employee agrees that the Company shall be entitled to file suit in a court of competent jurisdiction to seek a temporary restraining order and a permanent injunction to prevent a breach or threatened breach of such Sections, without the filing of any bond or undertaking.. The existence of any claim, demand, action or cause of action of Employee against the Company or its affiliates, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or its affiliates of any of Employee's obligations under this Agreement.

Section 14. Arbitration .

Any controversy or claim against the Company or any of its officers, directors, employees, agents, or affiliates arising from, out of or relating to this Agreement, the breach thereof (other than controversies or claims arising from, out of or relating to the provisions in Sections 7, 8, 9, 10 and/or 11 with respect to which Company may, without notice to Employee, seek injunctive and/or other equitable relief in a court of competent jurisdiction), or the employment or termination thereof of Employee by the Company or by Employee, which would give rise to a claim under federal, state or local law (including but not limited to claims based in tort or contract, claims for discrimination under state or federal law, and/or claims for violation of any federal, state or local law, statute or regulation) (“ Claims ”) shall be submitted to an impartial mediator (” Mediator ”) selected jointly by the parties. Both parties shall attend a mediation conference and attempt to resolve any and all Claims. If they are not able to resolve all Claims, any unresolved Claims, shall be determined by final and binding arbitration in New York City, in accordance with the Model Employment Dispute Resolution Rules (“ Rules ”) of the American Arbitration Association, by an experienced employment arbitrator licensed to practice law in accordance with the Rules. Demands for mediation and arbitration shall be made within a reasonable time after a Claim has arisen.

Section 15. Miscellaneous .

15.1 Binding Effect . This Agreement shall inure to the benefit of and shall be binding upon Employee and his executor, administrator, heirs, personal representative and assigns, and the Company and its successors and assigns, provided, however, neither party hereto shall be entitled to assign this Agreement or any of its rights, or delegate any of its duties hereunder (except, in the case of Employee, customary delegation of authority not inconsistent with this Agreement; and except, in the case of the Company, to any person or entity acquiring all or substantially all of the assets of the Company or to any entity controlling, controlled by or under common control with the Company), hereunder without the prior written consent of the other party.

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15.2 Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.3 Notices . Unless otherwise agreed to in writing by the parties hereto, all communications provided for hereunder shall be in writing and shall be deemed to be given when delivered if delivered in person, by overnight mail or by electronic transmission or five (5) business days after being sent by first- class mail, registered or certified, return receipt requested, with proper postage prepaid, and

If to the Employee addressed to: Alfredo Villa _____________ _____________

If to the Company, addressed to:

Moggle, Inc.

111 Presidential Blvd,.

Suite 212

Balacynwyd, PA 19004

Attn: Secretary

with a copy to:

Anthony M. Collura

McManus, Collura & Richter, P.C.

48 Wall Street

25 th Floor

New York, NY 10005

or to such other person or address as shall be furnished in writing by either party to the other as provided for above prior to the giving of the applicable notice or communication.

15.4 Counterparts . This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

15.5 Entire Agreement . This Agreement is intended by the parties to be the final expression of their agreement with respect to the subject matter hereof and is the complete and exclusive statement of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made. This Agreement may he modified only by a written instrument signed by each of the parties hereto. Upon execution of this Agreement, this Agreement shall supersede and replace in its entirety the Original Agreement and the Original Agreement shall have no further force or effect..

15.6 Severability . All provisions of this Agreement are severable from one another, and the unenforceability or invalidity of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that should any judicial body interpreting this Agreement deem any provision to be unreasonably broad in time, territory, scope or otherwise, the Company and Employee intend for the judicial body, to the greatest extent possible, to reduce the breadth of the provision to the maximum 1egally allowable parameters rather than deeming such prevision totally unenforceable or invalid.

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15.7 Waiver . The waiver by either the Company or Employee of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same provision by the other party or a waiver of a breach of another provision of this Agreement by the other party. No waiver or modification of any provision of this Agreement shall be valid unless in writing and duly executed by the party to be charged with the waiver or modification.

15.8 Governing Law . This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with, the laws of the State of New York. The parties hereto agree that the state or federal courts located in the State of New York, City of New York shall have personal jurisdiction over them with respect to all matters arising from or with respect to this Agreement and accordingly, consent to such personal jurisdiction. Such courts shall be the exclusive forum for the resolution of any matter or controversy arising from or with respect to this Agreement. Service of a summons and complaint concerning any such matter or controversy may, in addition to any other lawful means, be effected by sending a copy of such summons and complaint by certified mail to the party to be served as specified in Section 15.3 hereof.

15.9 Joint Participation in Drafting this Agreement . The parties acknowledge and confirm that each of their respective attorneys have participated jointly in the drafting, review and revision of this Agreement and that each party has had the benefit of its independent legal counsel’s advice with respect to the terms and provisions hereof and its rights and obligations hereunder. Each party hereto stipulates and agrees that the rule of construction to the effect that any ambiguities are to be or may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor any party against another and that no party shall have the benefit of any legal presumption or the detriment of any burden of proof by reason of any ambiguity or uncertain meaning contained in this Agreement.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

MOGGLE, INC. EMPLOYEE

By:___________________________ By:____________________

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Exhibit 10.2

MOGGLE, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“ Agreement ”), made and effective as of _________, 2008, by and between Ernest Cimadamore (hereinafter referred to as “ Employee ”), and Moggle Inc., a Delaware corporation (“ Company ”). In consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Scope of Employment .

1.1 Positions . Subject to the terms hereof, the Company hereby agrees to employ Employee as Secretary and Chief Financial Officer of the Company and Employee hereby accepts such employment. In this position, Employee shall report directly to the Board of Directors and Employee shall handle duties commensurate with such position (such duties and services hereinafter referred to as the “ Services ”). Company may, at its discretion, request that Employee perform other or additional services as are consistent with the position of Employee and such other or additional services shall also be considered Services. Employee shall devote that amount of time energy and skill which is necessary to perform his obligations hereunder and shall perform his obligations hereunder diligently, faithfully and to the best of Employee’s abilities. The Employee is not required to devote full time to his obligations hereunder.

1.2

1.3 Compliance with Policies . Subject to the terms of this Agreement, during the Term, Employee shall comply in all material respects with all policies and procedures adopted by the Company.

Section 2. Term .

The term shall be from ______,2008 and shall continue until __________,2011, unless otherwise terminated by Employee or Company, pursuant to the terms of this Agreement (“ Term ”).

Section 3. Base Salary, Bonus Compensation and Expense Reimbursement .

3.1 Base Salary . Effective upon the Company’s receipt of equity capital in the minimum amount of $__,000,000 ( the “Minimum Funding”) the Employee shall be paid a base salary (the “ Base Salary ”) during the Term of Seventy Five Thousand Dollars ($75,000.00) per annum or such pro-rated portion thereof, if applicable.. The Base Salary and all payments pursuant to Section 3 shall be (a) payable on the bi-weekly schedule pursuant to Company procedures and the law, and (b) subject to any withholdings and deductions required by applicable law. Prior to receipt of the Minimum Funding the Employee acknowledges that (i) he will not receive a salary for the performance of his services hereunder and no such salary will be accrued and (ii) his sole compensation for performance of the services hereunder shall be the award of the options set forth in Section 3.4 hereof.

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3.4 Equity Incentive Plan The Employee was previously awarded options to purchase 500,000 shares of restricted common stock in the Company at an exercise price of $.04 per share (“Options”) under the Company’s Equity Incentive Plan (“Plan”). The Options, and the exercise thereof, shall be subject to the terms and conditions of the Plan and the Option Agreement attached to this Agreement as Exhibit A.

Section 4. Employee Benefits .

Section 5. Termination .

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Section 6. Representations .

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Section 7. Restriction on Competition .

Section 8. Restrictions on Soliciting Personnel and Business Partners; Non-Disparagement .

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Section 9. Rights to Work Product .

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(a) In the prosecution or applications for letters patent, foreign and domestic, or re-issues, extensions and continuations thereof;

(b) In the prosecution or defense of interferences which may be declared involving any of said applications or patents;

(c) In any administrative proceeding or litigation in which the Company may be involved relating to any Work Product; and

The reasonable out-of-pocket expenses incurred by Employee in rendering such assistance at the request of the Company will be reimbursed by the Company.

Section 10. Non-Disclosure Covenant .

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Section 11. Return of Work Product and Company Property .

"Termination Certificate

This is to certify that I do not have in my possession or custody, nor have I

failed to return, any Work Product, or any notes, memoranda, records, customer

lists, proposals, business plans or other documents or any computer software,

materials, tools, equipment or other property (or copies of any of the foregoing)

belonging to the Company, related to any work performed by me while employed by

the Company and/or related to Trade Secrets and/or Confidential Information."

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Section 12. Acknowledgment .

Section 13. Remedies .

Section 14. Arbitration .

Section 15. Miscellaneous .

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15.2 Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

If to the Employee addressed to: Ernest Cimadamore _____________ _____________

If to the Company, addressed to:

Moggle, Inc.

111 Presidential Blvd,.

Suite 212

Balacynwyd, PA 19004

Attn: Chairman of the Board

with a copy to:

Anthony M. Collura

McManus, Collura & Richter, P.C.

48 Wall Street

25 th Floor

New York, NY 10005

or to such other person or address as shall be furnished in writing by either party to the other as provided for above prior to the giving of the applicable notice or communication.

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

MOGGLE, INC. EMPLOYEE

By:___________________________ By:____________________

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Exhibit 10.3

MOGGLE, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“ Agreement ”), made and effective as of _________, 2008, by and between Peter Pelullo (hereinafter referred to as “ Employee ”), and Moggle Inc., a Delaware corporation (“ Company ”). In consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Scope of Employment .

1.1 Positions . Subject to the terms hereof, the Company hereby agrees to employ Employee as director of corporate development for the Company and Employee hereby accepts such employment. In this position, Employee shall report directly to the Board of Directors and Employee shall handle duties commensurate with such position (such duties and services hereinafter referred to as the “ Services ”). Company may, at its discretion, request that Employee perform other or additional services as are consistent with the position of Employee and such other or additional services shall also be considered Services Employee shall devote that amount of time energy and skill which is necessary to perform his obligations hereunder and shall perform his obligations hereunder diligently, faithfully and to the best of Employee’s abilities. The Employee is not required to devote full time to his obligations hereunder.

1.2

1.2 Place of Performance . Employee shall be initially based in the Philadelphia, Pennsylvania area except for reasonably required business travel. It is understood by the Employee that the Company may direct the Employee to appear at and provided services in any office operated by the Company and/or its affiliates.

1.3 Compliance with Policies . Subject to the terms of this Agreement, during the Term, Employee shall comply in all material respects with all policies and procedures adopted by the Company.

Section 2. Term .

The term shall be from ______,2008 and shall continue until __________,2011, unless otherwise terminated by Employee or Company, pursuant to the terms of this Agreement (“ Term ”).

Section 3. Base Salary, Bonus Compensation and Expense Reimbursement .

3.1 Base Salary . Effective upon the Company’s receipt of equity capital in the minimum amount of $__,000,000 (the “Minimum Funding”) the Employee shall be paid a base salary (the “ Base Salary ”) during the Term of Two Hundred Thousand Dollars ($200,000.00) per annum or such pro-rated portion thereof, if applicable.. The Base Salary and all payments pursuant to Section 3 shall be (a) payable on the bi-weekly schedule pursuant to Company procedures and the law, and (b) subject to any withholdings and deductions required by applicable law. Prior to receipt of the Minimum Funding the Employee acknowledges that (i) he will not receive a salary for the performance of his services hereunder and no such salary will be accrued and (ii) his sole compensation for performance of the services hereunder shall be the award of the options set forth in Section 3.4 hereof.

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3.3 Expense Reimbursement. The Company shall pay or reimburse Employee in accordance with Company policy for all reasonable business expenses incurred or paid by Employee in the course of performing his duties hereunder. As a condition to such payment or reimbursement, however, Employee shall maintain and provide to the Company reasonable documentation and receipts for such expenses.

3.4 Equity Incentive Plan Upon execution of this Agreement, the Employee shall be awarded stock options to purchase 2,750,000 shares of restricted common stock in the Company at an exercise price of $.04 per share (“Options”) under the Company’s Equity Incentive Plan (“Plan”). The Options, and the exercise thereof, shall be subject to the terms and conditions of the Plan and the Option Agreement attached to this Agreement as Exhibit A.

Section 4. Employee Benefits .

4.1 Benefit Plans. During the Term, Employee shall be entitled to participate in the Company’s benefit programs, which are available to other similarly situated employees of the Company, subject to the Company’s formal plan documents, if any, or policies with respect to all such benefits or insurance programs or plans. The Company shall not, by virtue of this provision, be under any obligation to Employee to continue to maintain any particular plan or program or any particular benefit level under any plan or program.

Section 5. Termination .

5.1 Death or Total Disability. Employee’s employment hereunder shall terminate upon Employee’s death. The Company may, in accordance with applicable state and federal laws and regulations, terminate Employee’s employment hereunder in the event of Employee’s total disability (total disability meaning the inability of Employee to perform substantially all of his current duties as required hereunder for a continuous period of 100 days because of mental or physical condition, illness or injury).

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Section 6. Representations .

6.2 Of the Company. The Company represents and warrants to Employee that (a) this Agreement has been duly executed and delivered by the Company; (b) the execution, delivery and performance of the Agreement by the Company has been duly authorized by all necessary corporate action: (c) this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms; (d) the execution, delivery and performance of the Agreement by the Company do not and will not conflict with, violate, or constitute a breach of the By-laws of the Company or any of its affiliates or subsidiaries or any law or regulation applicable to the Company or any of its subsidiaries: and (e) the Company has not received any legal advice contrary to the Company’s representations and warranties set forth in this Section 6.2 .

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Section 7. Restriction on Competition .

Employee acknowledges that the Company is engaged in a highly competitive business and has a compelling business interest in preventing the use or disclosure of its’ Confidential Information and Trade secrets (as defined in Section 10 ), and that Employee, by virtue of his position, will have access to Confidential Information and Trade Secrets. Accordingly, Employee agrees that during the Term and for one (1) year thereafter, Employee will not, either directly or indirectly alone or in conjunction with any other party or whether as an individual or on Employee’s own account, as a partner or joint venturer, or as an employee, agent or salesperson for any person, as an officer or director of any corporation, or as a consultant or otherwise, in any geographical area in which Company then does business, work for or with or have any interest in any Competitive Business as defined herein; provided that, if Employee wishes to work for a Competitive Business in conflict with this Section 7 : (1) Employee shall provide the CEO of the Company with advance, written notice of such opportunity, (2) the Company shall then have one (1) week to approve in writing such participation, (3) if the Company does not inform Employee of its approval in writing within the one (1) week period, the Company shall be deemed to have rejected such request, (4) if the request is rejected, Employee shall refrain from participation in such Competitive Business. If Company grants the request, then Employee may work for the Competitive Business and the Company shall have further no obligation, financial or otherwise, to Employee. In such event the Company may terminate this Agreement and such Termination will be deemed to have been a termination for Cause. A “ Competitive Business ” shall mean any entity which engages in all or any of the following business activities (1) development, marketing and/or production of massive multiplayer on line games; (2) development, marketing and/or production of an platform which allows players to play multiple massive multiplayer on line games and/or (3) development, marketing and/or production of platform which assists third parties in developing massive multiplayer on line games.

Section 8. Restrictions on Soliciting Personnel and Business Partners; Non-Disparagement .

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8.3 Restriction on Soliciting Business Partners . Employee agrees that during the Term and for the one (1) year period immediately thereafter, Employee shall not cause or attempt to solicit or cause (i) a Competitive Business; (ii) any advertiser; (iii) any advertising agency and/or (iv) website, which entities have engaged in any business with the Company either pursuant to a written or oral contract or otherwise during the time period of Employee’s employment with the Company, to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company or solicit such entities not to do business with the Company; provided that, if Employee wishes to participate in a bona fide opportunity in conflict with this Section 8.3 : (1) Employee shall provide the CEO of the Company with advance, written notice of such opportunity, (2) the Company shall then have one (1) week to approve such participation in writing, (3) if the Company does not inform Employee of its approval in writing within the one (1) week period, the Company shall be deemed to have rejected such request, (4) if the request is rejected, Employee shall refrain from participation in such opportunity. If Company grants the request, then Employee may work for such entity and the Company shall have further no obligation, financial or otherwise, to Employee. In such event the Company may terminate this Agreement and such Termination will be deemed to have been a termination for Cause. Employee and the Company acknowledge that a breach of this Section 8.3 will result in irreparable damage and harm to the other party and that such damage will be presumed to have occurred

Section 9. Rights to Work Produc t .

9.1 Employee agrees that the Company alone shall be entitled to all benefits, profits and results arising from or incidental to the Employee’s employment with the Company and/or Employee ‘s performance of any services on behalf of the Company whether before or after the date of this Agreement. To the greatest extent possible, any and all work product, property, data, documentation or information or materials, discoveries, inventions, ideas, concepts, research, trademarks, service marks, slogans, logos, information, processes, products, techniques, methods and improvements or parts thereof conceived, developed, prepared, discovered, or created by Employee in connection with Employee ‘s employment with the Company and/or Employee ‘s performance of any services on behalf of the Company or otherwise made by Employee alone or jointly with others during the period of Employee ‘s employment with the Company or during the twelve-month period after the termination of Employee’s employment with the Company, and in any way relating to the present or proposed technology, intellectual property, products, programs or services of the Company, or to tasks assigned to Employee during the course of Employee ‘s employment, whether or not patentable or subject to copyright or trademark protection, whether or not reduced to tangible form or reduced to practice, whether or not made during my regular working hours, whether or not made on the Company premises, including, but not limited to, those related to the Company’s proposed massive multiplayer on line gaming platform and/or all other technology, including but not limited to systems, source code, object code, databases, hardware, algorithms, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof, (all of the foregoing are collectively referred to in this Agreement as “ Work Product ”) shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A § 101 et seq ., as amended, and owned exclusively and perpetually by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest that Employee may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any Work Product and all associated rights exclusively in the Company. the Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives all rights to any Work Product, including but not limited to any “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which I may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Employee shall not be entitled to any additional compensation for any exercise by the Company of its rights set forth in this section.

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9.2 Employee agrees to disclose all Work Product to the CEO of the Company as such Work Product is created in accordance with the requirements of Employee’s job and as directed by the Company.

(a) In the prosecution or applications for letters patent, foreign and domestic, or re-issues, extensions and continuations thereof;

(b) In the prosecution or defense of interferences which may be declared involving any of said applications or patents;

(c) In any administrative proceeding or litigation in which the Company may be involved relating to any Work Product; and

The reasonable out-of-pocket expenses incurred by Employee in rendering such assistance at the request of the Company will be reimbursed by the Company.

Section 10. Non-Disclosure Covenant .

10.1 Employe acknowledges that while employed by the Company, Employee has been and will continue to be exposed to “ Trade Secrets ” and “ Confidential Information ” (as those terms are defined in this Section). “Trade Secrets” shall mean information or data of or about the Company, its business and or any affiliated entity, including, but not limited to, information or data related to the Company’s proposed massive multiplayer on line gaming platform all other technology of the Company , systems, source code, object code, databases, hardware, algorithms, software, programs, applications, engine protocols, routines, models, displays and manuals technical or non-technical data, formulas, patterns, compilations, devices, methods, techniques, drawings, processes, financial data, financial plans, products plans, lists and/or contact information of actual or potential customers, clients, distributees, licensees, or suppliers, including, without limitation, the selection, coordination, and arrangement of the contents thereof, that: (a) derive economic or similar value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and/or (b) are the subject of efforts by the Company that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of “trade secret” mandated under applicable law, the latter definition shall govern for purposes of interpreting my obligations under this Agreement. “Confidential Information” shall mean valuable, non-public, competitively sensitive data or information relating to the business of Company or any affiliated entity, other than Trade Secrets, which shall include for example the identity of customers, suppliers, clients and business partners and all contact information related thereto.

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Section 11. Return of Work Product and Company Property .

"Termination Certificate

This is to certify that I do not have in my possession or custody, nor have I

failed to return, any Work Product, or any notes, memoranda, records, customer

lists, proposals, business plans or other documents or any computer software,

materials, tools, equipment or other property (or copies of any of the foregoing)

belonging to the Company, related to any work performed by me while employed by

the Company and/or related to Trade Secrets and/or Confidential Information."

Page 7 of 10

Section 12. Acknowledgment .

Section 13. Remedies .

Section 14. Arbitration .

Section 15. Miscellaneous .

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15.2 Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

If to the Employee addressed to: Peter Pelullo _____________ _____________

If to the Company, addressed to:

Moggle, Inc.

111 Presidential Blvd,.

Suite 212

Balacynwyd, PA 19004
Attn: Secretary

with a copy to:

Anthony M. Collura

McManus, Collura & Richter, P.C.

48 Wall Street

25 th Floor

New York, NY 10005

or to such other person or address as shall be furnished in writing by either party to the other as provided for above prior to the giving of the applicable notice or communication.

Page 9 of 10

15.8 Governing Law. This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with, the laws of the State of New York. The parties hereto agree that the state or federal courts located in the State of New York, City of New York shall have personal jurisdiction over them with respect to all matters arising from or with respect to this Agreement and accordingly, consent to such personal jurisdiction. Such courts shall be the exclusive forum for the resolution of any matter or controversy arising from or with respect to this Agreement. Service of a summons and complaint concerning any such matter or controversy may, in addition to any other lawful means, be effected by sending a copy of such summons and complaint by certified mail to the party to be served as specified in Section 15.3 hereof.

15.9 Joint Participation in Drafting this Agreement. The parties acknowledge and confirm that each of their respective attorneys have participated jointly in the drafting, review and revision of this Agreement and that each party has had the benefit of its independent legal counsel’s advice with respect to the terms and provisions hereof and its rights and obligations hereunder. Each party hereto stipulates and agrees that the rule of construction to the effect that any ambiguities are to be or may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor any party against another and that no party shall have the benefit of any legal presumption or the detriment of any burden of proof by reason of any ambiguity or uncertain meaning contained in this Agreement.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

MOGGLE, INC. EMPLOYEE

By:___________________________ By:____________________

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of Moggle, Inc. on Form S-1 of our report dated June 9, 2008, except for the last paragraph of Note 7, as to which the date is June 23, 2008, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Morison Cogen LLP

Bala Cynwyd, Pennsylvania

June 30, 2008